0001127602-14-025958.txt : 20140819
0001127602-14-025958.hdr.sgml : 20140819
20140819180415
ACCESSION NUMBER: 0001127602-14-025958
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140815
FILED AS OF DATE: 20140819
DATE AS OF CHANGE: 20140819
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ARIAD PHARMACEUTICALS INC
CENTRAL INDEX KEY: 0000884731
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 223106987
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 26 LANDSDOWNE ST
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: 6174940400
MAIL ADDRESS:
STREET 1: 26 LANDSDOWNE
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DENNER ALEXANDER J
CENTRAL INDEX KEY: 0001361754
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36172
FILM NUMBER: 141053358
MAIL ADDRESS:
STREET 1: C/O SARISSA CAPITAL MANAGEMENT LP
STREET 2: 660 STEAMBOAT ROAD, 3RD FLOOR
CITY: GREENWICH
STATE: CT
ZIP: 06830
FORMER NAME:
FORMER CONFORMED NAME: Denner Alexander J
DATE OF NAME CHANGE: 20060504
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2014-08-15
0000884731
ARIAD PHARMACEUTICALS INC
ARIA
0001361754
DENNER ALEXANDER J
C/O SARISSA CAPITAL MANAGEMENT LP
660 STEAMBOAT ROAD
GREENWICH
CT
06830
1
Common Stock
2014-08-15
4
P
0
615466
5.83
A
7798665
I
Sarissa Capital Domestic Fund LP
Common Stock
2014-08-15
4
P
0
234534
5.83
A
5051335
I
Sarissa Capital Offshore Master Fund LP
3.625% Convertible Notes due 2019
9.3015
2014-08-18
4
P
0
5340720
5026953.00
A
2018-12-15
2019-06-15
Common Stock
574127.4
5340720
I
Sarissa Capital Domestic Fund LP
3.625% Convertible Notes due 2019
9.3015
2014-08-18
4
P
0
3459280
3256047.00
A
2018-12-15
2019-06-15
Common Stock
371872.6
3459280
I
Sarissa Capital Offshore Master Fund LP
These purchases were made in accordance with the Nomination and Standstill Agreement dated 2/20/2014 between the reporting person, Sarissa Capital Management and affiliated entities, and ARIAD Pharmaceuticals, Inc.
The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
In addition, the notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding December 15, 2018 under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on December 31, 2014 (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the "measurement period") in which the "trading price" (as defined in the indenture governing the notes) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the applicable conversion rate on each such trading day; or (iii) upon the occurrence of certain corporate events as specified in the indenture governing the notes.
/s/ Alexander J. Denner, Ph.D.
2014-08-19