4//SEC Filing
CUBIST PHARMACEUTICALS INC 4
Accession 0001104659-15-003766
CIK 0000912183operating
Filed
Jan 20, 7:00 PM ET
Accepted
Jan 21, 5:08 PM ET
Size
18.5 KB
Accession
0001104659-15-003766
Insider Transaction Report
Form 4
HENNEY JANE E MD
Director
Transactions
- Other
Common Stock
2015-01-21$102.00/sh−4,644$473,688→ 0 total - Disposition to Issuer
Stock Options (Right to Buy)
2015-01-21−10,176→ 0 totalExercise: $42.64From: 2012-06-08Exp: 2022-03-08→ Common Stock (10,176 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2015-01-21−6,202→ 0 totalExercise: $66.68From: 2015-06-03Exp: 2024-06-03→ Common Stock (6,202 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2015-01-21−9,367→ 0 totalExercise: $41.20From: 2013-06-06Exp: 2022-06-06→ Common Stock (9,367 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2015-01-21−8,370→ 0 totalExercise: $50.24From: 2014-06-12Exp: 2023-06-12→ Common Stock (8,370 underlying) - Disposition to Issuer
Restricted Stock Units
2015-01-21−1,687→ 0 totalFrom: 2015-06-03→ Common Stock (1,687 underlying)
Footnotes (7)
- [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 quarterly in equal installments over a three-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $59.36 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
- [F4]These options, which vest 100% on the earlier of the first anniversary of their grant date or the date of Cubist's 2013 Annual Meeting of Stockholders, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $60.80 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
- [F5]These options, which vest 100% on the earlier of the first anniversary of their grant date or the date of Cubist's 2014 Annual Meeting of Stockholders, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $51.76 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
- [F6]These options, which vest 100% on the earlier of the first anniversary of their grant date or the date of Cubist's 2015 Annual Meeting of Stockholders, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $35.32 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
- [F7]These restricted stock units, which vest 100% on the earlier of the first anniversary of their grant date or the date of Cubist's 2015 Annual Meeting of Stockholders, 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.
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
- 18.5 KB