4//SEC Filing
CUBIST PHARMACEUTICALS INC 4
Accession 0001104659-15-003762
CIK 0000912183operating
Filed
Jan 20, 7:00 PM ET
Accepted
Jan 21, 5:08 PM ET
Size
28.5 KB
Accession
0001104659-15-003762
Insider Transaction Report
Form 4
VINK PATRICK V.J.J.
SVP & GM, International Bus.
Transactions
- Disposition to Issuer
Stock Options (Right to Buy)
2015-01-21−55,000→ 0 totalExercise: $46.11From: 2013-01-15Exp: 2022-10-15→ Common Stock (55,000 underlying) - Disposition to Issuer
Restricted Stock Units
2015-01-21−4,250→ 0 totalFrom: 2013-10-15→ Common Stock (4,250 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2015-01-21−30,551→ 0 totalExercise: $41.60From: 2013-05-15Exp: 2023-02-15→ Common Stock (30,551 underlying) - Disposition to Issuer
Restricted Stock Units
2015-01-21−3,738→ 0 totalFrom: 2015-02-14→ Common Stock (3,738 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2015-01-21−3,738→ 0 totalFrom: 2017-02-14→ Common Stock (3,738 underlying) - Disposition to Issuer
Restricted Stock Units
2015-01-21−7,451→ 0 totalFrom: 2016-01-01Exp: 2025-01-01→ Common Stock (7,451 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2015-01-21−4,987→ 0 totalFrom: 2016-02-15→ Common Stock (4,987 underlying) - Other
Common Stock
2015-01-21$102.00/sh−5,496$560,592→ 0 total - Disposition to Issuer
Restricted Stock Units
2015-01-21−3,741→ 0 totalFrom: 2014-02-15→ Common Stock (3,741 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2015-01-21−28,110→ 0 totalExercise: $73.55From: 2014-05-14Exp: 2024-02-14→ Common Stock (28,110 underlying)
Footnotes (9)
- [F1]On January 21, 2015, Mavec Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Merck & Co., Inc., a New Jersey corporation ("Parent") merged with and into (the "Merger") Cubist Pharmaceuticals, Inc., a Delaware corporation ("Cubist"), without a meeting of the stockholders of Cubist in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with Cubist continuing as the surviving corporation and thereby becoming a wholly-owned subsidiary of Parent. The Merger took place pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated December 8, 2014, among Parent, Purchaser and Cubist.
- [F2]Each outstanding share of Cubist common stock, par value $0.001 per share (the "Shares") (other than Shares held in the treasury of Cubist and each Share owned by Parent, Purchaser or any direct or indirect wholly owned Subsidiary of Parent or Purchaser, which Shares were cancelled and retired without any conversion thereof), including the Shares reported above, were automatically cancelled and converted in to the right to receive $102.00 per Share, net to the seller in cash, without interest, but subject to any required withholding of taxes.
- [F3]These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $55.89 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
- [F4]These restricted stock units, which vest 25% annually over a four-year period, with the first 25% vesting one year after the grant date, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $102.00 per Share. Each restricted stock unit represented a contingent right to receive one share of Cubist common stock for no consideration. The restricted stock units do not expire.
- [F5]These performance restricted stock units were granted in 2013. Shares are earned based on the achievement of certain performance conditions, which are set forth in the applicable performance unit agreement. Pursuant to the Merger Agreement, such performance conditions were deemed to be achieved such that 100% of the Shares subject to performance restricted stock units granted in 2013 were earned. These performance restricted stock units were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $102.00 per Share. Each performance restricted stock unit represents a contingent right to receive one share of Cubist common stock for no consideration. Performance restricted stock units do not expire.
- [F6]These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $60.40 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
- [F7]These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $28.45 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
- [F8]These performance restricted stock units were granted in 2014. Shares are earned based on the achievement of certain performance conditions, which are set forth in the applicable performance unit agreement. Pursuant to the Merger Agreement, such performance conditions were deemed to be achieved such that 83.33% of the maximum number of Shares deliverable under performance restricted stock units granted in 2014 were earned. These performance restricted stock units were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $102.00 per Share. Each performance restricted stock unit represents a contingent right to receive one share of Cubist common stock for no consideration. Performance restricted stock units do not expire.
- [F9]These restricted stock units, which vest 6.25% quarterly over a four year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $102.00 per Share. Each restricted stock unit represented a contingent right to receive one share of Cubist common stock for no consideration.
Documents
Issuer
CUBIST PHARMACEUTICALS INC
CIK 0000912183
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000912183
Filing Metadata
- Form type
- 4
- Filed
- Jan 20, 7:00 PM ET
- Accepted
- Jan 21, 5:08 PM ET
- Size
- 28.5 KB