ARIAD PHARMACEUTICALS INC 4
4 · ARIAD PHARMACEUTICALS INC · Filed Feb 16, 2017
Insider Transaction Report
Form 4
Kogan Elona
Sr. V. P. - General Counsel
Transactions
- Disposition to Issuer
Restricted Stock Units
2017-02-16−100,000→ 0 totalExercise: $0.00→ Common Stock (100,000 underlying) - Disposition to Issuer
Restricted Stock Units
2017-02-16−6,085→ 0 totalExercise: $0.00→ Common Stock (6,085 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2017-02-16−200,000→ 0 totalExercise: $7.13→ Common Stock (200,000 underlying)
Footnotes (3)
- [F1]Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.
- [F2]Each restricted stock unit ("RSU") represents a right to receive one Share. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Offer automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum cash payment in an amount equal to $24.00 for each Share underlying the RSU, less any required withholding taxes.
- [F3]Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Offer automatically and without any required action on the part of its holder shall be converted into the right to receive an amount in cash equal to $24.00 for each Share underlying the RSUs (the aggregate amount, the "RSU Payment"). Subject to the terms of the award agreement, the RSU Payment will generally be payable (without any crediting of interest for the period from the consummation of the Offer through the date of payment) in three annual installments with each such installment paid on the date that the RSUs corresponding to such installment would have otherwise vested in accordance with the terms of the award, less any required withholding taxes.