4//SEC Filing
Ouzren Nawal 4
Accession 0001628280-22-005906
CIK 0001080709other
Filed
Mar 10, 7:00 PM ET
Accepted
Mar 11, 4:21 PM ET
Size
14.3 KB
Accession
0001628280-22-005906
Insider Transaction Report
Form 4
Ouzren Nawal
Director
Transactions
- Other
Common Stock
2022-03-11−890→ 3,665 total - Disposition to Issuer
Stock Option (right to buy)
2022-03-11−2,500→ 0 totalExercise: $83.95→ Common Stock (2,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-03-11−1,666→ 0 totalExercise: $83.95→ Common Stock (1,666 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-03-11−7,202→ 0 totalExercise: $65.19→ Common Stock (7,202 underlying) - Other
Common Stock
2022-03-11−3,665→ 0 total
Footnotes (3)
- [F1]Reflects disposition of Issuer common stock with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated December 12, 2021, by and among the Issuer, Pfizer Inc. ("Parent") and Antioch Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub on March 11, 2022. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock, $0.0001 par value per share ("Issuer Common Stock"), was cancelled, retired and converted into the right to receive an amount equal to $100.00 in cash, without interest thereon (the "Merger Consideration"), subject to any required withholding of taxes.
- [F2]Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit subject to vesting conditions based solely on continued employment or service to the Issuer or any of its subsidiaries granted by the Issuer under an Issuer Stock Plan, except any restricted stock unit that was granted after December 12, 2021, (each, an "Issuer RSU"), that was unvested and outstanding as of immediately prior to the Effective Time was cancelled and immediately ceased to be outstanding and was converted into the right to receive an amount in cash equal to the Merger Consideration, subject to any required withholding of taxes.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Issuer Common Stock (each, an "Issuer Option") granted by Issuer under the Issuer's 2021 Long-Term Incentive Plan or prior stock plans (collectively, the "Issuer Stock Plans") that was outstanding as of immediately prior to the Effective Time, whether or not then vested, was cancelled and immediately ceased to be outstanding and was converted into the right to receive an amount in cash equal to the product of (1) the excess, if any, of the Merger Consideration over the per-share exercise price of such Issuer Option, multiplied by (2) the number of Issuer Common Stock then subject to such Issuer Option, subject to any required withholding of taxes.
Documents
Issuer
ARENA PHARMACEUTICALS INC
CIK 0001080709
Entity typeother
Related Parties
1- filerCIK 0001846836
Filing Metadata
- Form type
- 4
- Filed
- Mar 10, 7:00 PM ET
- Accepted
- Mar 11, 4:21 PM ET
- Size
- 14.3 KB