4//SEC Filing
Saccomano Nicholas A 4
Accession 0001209191-19-043783
CIK 0001100412other
Filed
Jul 29, 8:00 PM ET
Accepted
Jul 30, 8:04 PM ET
Size
20.0 KB
Accession
0001209191-19-043783
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2019-07-30−82,500→ 0 totalExercise: $3.00Exp: 2026-04-01→ Common Stock (82,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-07-30−131,250→ 0 totalExercise: $8.79Exp: 2026-12-27→ Common Stock (131,250 underlying) - Disposition to Issuer
Common Stock
2019-07-30$48.00/sh−150,190$7,209,120→ 61,813 total - Disposition to Issuer
Stock Option (Right to Buy)
2019-07-30−165,000→ 0 totalExercise: $7.30Exp: 2025-04-01→ Common Stock (165,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-07-30−168,000→ 0 totalExercise: $10.92Exp: 2027-12-16→ Common Stock (168,000 underlying) - Disposition to Issuer
Common Stock
2019-07-30−61,813→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2019-07-30−138,000→ 0 totalExercise: $15.97Exp: 2028-12-16→ Common Stock (138,000 underlying)
Footnotes (9)
- [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 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.
- [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]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.
- [F4]The option provided for vesting in four equal annual installments beginning on April 1, 2016.
- [F5]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.
- [F6]The option provided for vesting in four equal annual installments beginning on April 1, 2017.
- [F7]The option provided for vesting in four equal annual installments beginning on December 26, 2017.
- [F8]The option provided for vesting in four equal annual installments beginning on December 16, 2018.
- [F9]The option provided for vesting in four equal annual installments beginning on December 16, 2019.
Documents
Issuer
ARRAY BIOPHARMA INC
CIK 0001100412
Entity typeother
Related Parties
1- filerCIK 0001609284
Filing Metadata
- Form type
- 4
- Filed
- Jul 29, 8:00 PM ET
- Accepted
- Jul 30, 8:04 PM ET
- Size
- 20.0 KB