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4//SEC Filing

CUBIST PHARMACEUTICALS INC 4

Accession 0001104659-15-003772

CIK 0000912183operating
View on SEC.govCompany Profile

Filed

Jan 20, 7:00 PM ET

Accepted

Jan 21, 5:09 PM ET

Size

31.0 KB

Accession

0001104659-15-003772

Insider Transaction Report

Form 4
Period: 2015-01-21
CUBIST PHARMACEUTICALS INCCBST
Soeters Martinus Hermanus
Director
Transactions
  • Disposition to Issuer

    Stock Options (Right to Buy)

    2015-01-21−6,202→ 0 total
    Exercise: $66.68From: 2015-06-03Exp: 2024-06-03→ Common Stock (6,202 underlying)
  • Other

    Common Stock

    2015-01-21$102.00/sh−10,397$1,060,494→ 0 total
  • Disposition to Issuer

    Stock Options (Right to Buy)

    2015-01-21−9,472→ 0 total
    Exercise: $38.06From: 2012-06-02Exp: 2021-06-02→ Common Stock (9,472 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    2015-01-21−1,687→ 0 total
    From: 2015-06-03→ Common Stock (1,687 underlying)
  • Disposition to Issuer

    Stock Options (Right to Buy)

    2015-01-21−10,000→ 0 total
    Exercise: $21.80From: 2006-12-22Exp: 2016-09-22→ Common Stock (10,000 underlying)
  • Disposition to Issuer

    Stock Options (Right to Buy)

    2015-01-21−8,370→ 0 total
    Exercise: $50.24From: 2014-06-12Exp: 2023-06-12→ Common Stock (8,370 underlying)
  • Disposition to Issuer

    Stock Options (Right to Buy)

    2015-01-21−19,000→ 0 total
    Exercise: $18.22From: 2010-06-04Exp: 2019-06-04→ Common Stock (19,000 underlying)
  • Disposition to Issuer

    Stock Options (Right to Buy)

    2015-01-21−9,367→ 0 total
    Exercise: $41.20From: 2013-06-06Exp: 2022-06-06→ Common Stock (9,367 underlying)
  • Disposition to Issuer

    Stock Options (Right to Buy)

    2015-01-21−15,000→ 0 total
    Exercise: $17.63From: 2009-06-11Exp: 2018-06-11→ Common Stock (15,000 underlying)
  • Disposition to Issuer

    Stock Options (Right to Buy)

    2015-01-21−15,000→ 0 total
    Exercise: $21.88From: 2008-06-07Exp: 2017-06-07→ Common Stock (15,000 underlying)
  • Disposition to Issuer

    Stock Options (Right to Buy)

    2015-01-21−16,519→ 0 total
    Exercise: $21.01From: 2011-06-10Exp: 2020-06-10→ Common Stock (16,519 underlying)
Footnotes (12)
  • [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.
  • [F10]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.
  • [F11]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.
  • [F12]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.
  • [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 100% the one-year anniversary of their grant date, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $84.37 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
  • [F4]These options, which vest quarterly over a three-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $80.20 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
  • [F5]These options, which vest 100% the one-year anniversary of their grant date, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $80.12 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 2010 Annual Meeting of Stockholders, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $83.78 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
  • [F7]These options, which vest 100% on the earlier of the first anniversary of their grant date or the date of Cubist's 2011 Annual Meeting of Stockholders, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $80.99 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
  • [F8]These options, which vest 100% on the earlier of the first anniversary of their grant date or the date of Cubist's 2012 Annual Meeting of Stockholders, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $63.94 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
  • [F9]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.

Documents

1 file

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, 5:09 PM ET
Size
31.0 KB
View on SEC.gov