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