UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 3)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

ARIAD Pharmaceuticals, Inc.

(Name of Subject Company)

ARIAD Pharmaceuticals, Inc.

(Name of Person Filing Statement)

Common Stock, $.001 par value per share

(Title of Class of Securities)

04033A100

(CUSIP Number of Class of Securities)

Paris Panayiotopoulos

President and Chief Executive Officer

ARIAD Pharmaceuticals, Inc.

125 Binney Street

Cambridge, Massachusetts 02142

(617) 494-0400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person Filing Statement)

With copies to:

Manmeet S. Soni Executive Vice President, Chief Financial Officer and Treasurer ARIAD Pharmaceuticals, Inc. 125 Binney Street Cambridge, Massachusetts 02142 (617) 494-0400 Scott A. Barshay Jeffrey D. Marell Brian C. Lavin Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 (212) 373-3000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Purpose of Amendment.

This Amendment No. 3 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of ARIAD Pharmaceuticals, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on January 19, 2017, as amended (the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by Kiku Merger Co., Inc., a Delaware corporation (“Purchaser”) and an indirect wholly-owned subsidiary of Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan (“Takeda” or “Parent”), to purchase, subject to certain conditions, including the satisfaction of the Minimum Tender Condition (as defined in the Schedule 14D-9), any and all of the outstanding shares (“Shares”) of common stock, par value $0.001 per share (“Common Stock”) of the Company at a purchase price of $24.00 per Share in cash, net of applicable withholding taxes and without interest (the “Offer Price”) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 19, 2017 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and together with the Offer to Purchase, the “Offer”). Purchaser and Takeda filed a Tender Offer Statement on Schedule TO (containing the Offer to Purchase, the Letter of transmittal and other documents relating to the tender offer) with the SEC on January 19, 2017.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 and the disclosure under “Legal Proceedings” are hereby amended and supplemented by replacing the current disclosure in its entirety with the following paragraph:

“Three purported class action complaints related to the Merger have been filed in the United States District Court for the District of Massachusetts on behalf of putative classes of ARIAD’s public shareholders. The three complaints, all of which were filed on January 28, 2017, are captioned: Ventrice v. Ariad Pharmaceuticals, Inc., et al., Case No. 17 Civ. 10151; Pirouz v. Ariad Pharmaceuticals, Inc., et al., No. 17 Civ. 10152; and Baumann v. Ariad Pharmaceuticals, Inc., et al., Case No. 17 Civ. 10153. All three complaints name as defendants ARIAD and its directors, and two of the complaints (Baumann and Ventrice) also name Takeda and Purchaser as defendants. The complaints generally allege that ARIAD and its directors violated federal securities laws by failing to disclose material information in the Company’s January 19, 2017 Schedule 14D-9 Solicitation/Recommendation Statement. The Baumann and Ventrice complaints also allege that the omissions constitute violations of federal securities laws by Takeda and Purchaser. The complaints seek, among other things, injunctive relief preventing the consummation of the Merger, damages, and an award of plaintiffs’ expenses and attorneys’ fees. Defendants believe that the claims respectively asserted against them are without merit.”

Item 8 of the Schedule 14D-9 and the disclosure under “Antitrust Compliance” are hereby amended and supplemented by inserting the following sentence after the third sentence of the second paragraph of this section:

“The condition to the Offer requiring that any waiting period under the HSR Act applicable to the Offer and the Merger shall have expired or been terminated has been satisfied by the early termination of the waiting period effective January 30, 2017. The Offer continues to be subject to the remaining conditions set forth in the Offer to Purchase.”

2

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to Schedule 14D-9 is true, complete and correct.

ARIAD PHARMACEUTICALS, INC.
By:	/s/ Manmeet S. Soni
Name: Title:	Manmeet S. Soni Chief Financial Officer

Dated: January 30, 2017