Schmidt Joan 4
4 · ARENA PHARMACEUTICALS INC · Filed Mar 17, 2020
Insider Transaction Report
Form 4
Schmidt Joan
EVP, General Counsel & Sec
Transactions
- Award
Employee Stock Option (right to buy)
2020-03-15+132,000→ 132,000 totalExercise: $36.33Exp: 2027-03-15→ Common Stock (132,000 underlying) - Award
Employee Performance Restricted Stock Unit
2020-03-15+6,300→ 6,300 totalExp: 2022-01-03→ Common Stock (6,300 underlying)
Footnotes (3)
- [F1]The options vest over four years, with 25% of the shares subject to the option vesting on March 15, 2021, and the remainder of the shares vesting monthly over the following three years in equal installments (except as otherwise necessary to avoid vesting of a fractional share), and are exercisable once vested.
- [F2]Each Employee Performance Restricted Stock Unit ("PRSU") represents a contingent right to receive shares of Arena's common stock, which shares shall vest, if at all, upon the closing price of Arena's common stock (the "Closing Price") reaching certain thresholds during the performance period from the grant date through January 3, 2022 (the "Performance Period") and satisfaction of a continuing service requirement.
- [F3]The number of shares that may vest is based on the Closing Price during the Performance Period. If, on 5 consecutive or 10 non-consecutive trading days during the Performance Period, the Closing Price equals or exceeds $67.50 or $75, and the reporting person thereafter satisfies a continuing service requirement, the PRSUs are deemed vested at 100% or 200%, respectively, of the target amount reported in Column 7 (subject, in the event of a change of control, to additional vesting in circumstances where the per share transaction consideration falls in between the dollar values listed above), and the reporting person will receive at or following the time of vesting a number of shares equal to the achieved percentage multiplied by the total number of PRSUs. For the avoidance of doubt, shares may be issued following achievement of each price threshold, and the maximum number of shares that may be issued pursuant to the PRSUs equals 200% of the number of PRSUs reported in Column 5.