4//SEC Filing
Manion Douglas J. 4
Accession 0001628280-21-017169
CIK 0001080709other
Filed
Aug 16, 8:00 PM ET
Accepted
Aug 17, 8:30 AM ET
Size
11.5 KB
Accession
0001628280-21-017169
Insider Transaction Report
Form 4
Manion Douglas J.
EVP Research & Development
Transactions
- Award
Employee Stock Option (right to buy)
2021-08-15+90,000→ 90,000 totalExercise: $48.12Exp: 2028-08-15→ Common Stock (90,000 underlying) - Award
Common Stock
2021-08-15+15,000→ 15,000 total - Award
Employee Performance Restricted Stock Unit
2021-08-15+15,200→ 15,200 totalExp: 2024-03-14→ Common Stock (15,200 underlying)
Footnotes (4)
- [F1]The amount represents restricted stock units that vest over four years, with 25% of the shares underlying the restricted stock units vesting on August 15, 2022, and the remainder vesting quarterly over the following three years in equal installments (except as otherwise necessary to avoid vesting of a fractional share), with such quarterly vesting dates occurring on the 15th of November, February, May, and August. The shares underlying the restricted stock units will be issued upon vesting and release of the restricted stock units.
- [F2]The options vest over four years, with 25% of the shares subject to the option vesting on August 15, 2022, 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.
- [F3]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 August 15, 2021, through March 14, 2024 (the "Performance Period") and satisfaction of a continuing service requirement. The reporting person was granted a "target" number of PRSUs equal to 50% of the number reported in Column 5. This Form 4 reports the "maximum" number of PRSUs, which equals 200% of "target" PRSUs, in order to reflect the maximum number of common shares issuable to the reporting person pursuant to the PRSUs.
- [F4]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 $120, $130 or $145, and the reporting person thereafter satisfies a continuing service requirement, the PRSUs are deemed vested at 25%, 50% or 100%, respectively, of the maximum 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 (less any shares previously vested). For the avoidance of doubt, shares may be issued following achievement of each price threshold, and Column 7 reports the maximum number of shares that may be issued pursuant to the PRSUs.
Documents
Issuer
ARENA PHARMACEUTICALS INC
CIK 0001080709
Entity typeother
Related Parties
1- filerCIK 0001875875
Filing Metadata
- Form type
- 4
- Filed
- Aug 16, 8:00 PM ET
- Accepted
- Aug 17, 8:30 AM ET
- Size
- 11.5 KB