4//SEC Filing
LEFKOFF KYLE 4
Accession 0001209191-19-043780
CIK 0001100412other
Filed
Jul 29, 8:00 PM ET
Accepted
Jul 30, 8:03 PM ET
Size
18.1 KB
Accession
0001209191-19-043780
Insider Transaction Report
Form 4
LEFKOFF KYLE
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2019-07-30−25,000→ 0 totalExercise: $14.55Exp: 2028-10-25→ Common Stock (25,000 underlying) - Disposition from Tender
Common Stock
2019-07-30$48.00/sh−22,635$1,086,480→ 70,085 total - Disposition to Issuer
Common Stock
2019-07-30−5,000→ 65,000 total - Disposition from Tender
Common Stock
2019-07-30$48.00/sh−20,000$960,000→ 45,000 total(indirect: See footnote) - Disposition from Tender
Common Stock
2019-07-30$48.00/sh−15,000$720,000→ 30,000 total(indirect: See footnote) - Disposition to Issuer
Common Stock
2019-07-30$48.00/sh−85$4,080→ 70,000 total - Disposition to Issuer
Common Stock
2019-07-30$48.00/sh−30,000$1,440,000→ 0 total(indirect: See footnote)
Footnotes (8)
- [F1]On June 14, 2019, Array BioPharma Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Pfizer Inc. ("Pfizer") and Arlington Acquisition Sub Inc., a wholly owned subsidiary of Pfizer ("Purchaser"). Pursuant to the terms of the Merger Agreement, each share of Company common stock held by the Reporting Person was validly tendered for $48.00 per share in cash, without interest and subject to any required withholding of taxes.
- [F2]On July 30, 2019, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation and becoming a wholly-owned subsidiary of Pfizer. Pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $48.00, without interest and subject to any required withholding of taxes.
- [F3]On June 14, 2019, the Company entered into a Merger Agreement with Pfizer and Purchaser. Pursuant to the terms of the Merger Agreement, each share of Company common stock held by the Reporting Person was cancelled and converted into the right to receive an amount in cash equal to $48.00, without interest and subject to any required withholding of taxes.
- [F4]Represents shares of Company common stock underlying each restricted stock unit (a "Company RSU") held by the Reporting Person, whether or not vested. Pursuant to the terms of the Merger Agreement, each Company RSU held by the Reporting Person was converted into the right to receive an amount in cash equal to the product of (i) $48.00 and (ii) the number of shares of Company common stock subject to such Company RSU.
- [F5]Held in trust for the benefit of the Reporting Person's minor children.
- [F6]Held by BV Partners III Profit Sharing account for the benefit of the Reporting Person.
- [F7]The option provided for vesting in four equal annual installments beginning on October 25, 2019.
- [F8]Represents shares of Company common stock underlying compensatory options to purchase shares of Company common stock, whether or not vested and which have a per share exercise price that is less than $48.00 (each, an "In the Money Option"). Pursuant to the terms of the Merger Agreement, each In the Money Option held by the Reporting Person was cancelled and converted into the right to a cash payment equal to (i) the excess, if any, of (A) $48.00 over (B) the exercise price payable per share of Company common stock under such In the Money Option, multiplied by (ii) the total number of shares of Company common stock subject to such In the Money Option.
Documents
Issuer
ARRAY BIOPHARMA INC
CIK 0001100412
Entity typeother
Related Parties
1- filerCIK 0001191818
Filing Metadata
- Form type
- 4
- Filed
- Jul 29, 8:00 PM ET
- Accepted
- Jul 30, 8:03 PM ET
- Size
- 18.1 KB