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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 40.94 | 01/04/2019 | A | 75,000 | (4) | 01/04/2026 | Common Stock | 75,000 | $ 0 | 75,000 | D | ||||
| Employee Performance Restricted Stock Unit | (5) | 01/04/2019 | A | 12,600 (6) | (6) | 01/03/2022 | Common Stock | 12,600 (6) | $ 0 | 12,600 (6) | D | ||||
| Employee Stock Option (right to buy) | $ 15.1 | 01/07/2019 | M | 16,000 | (7) | 03/20/2024 | Common Stock | 16,000 | $ 0 | 113,350 | D | ||||
| Employee Stock Option (right to buy) | $ 15.1 | 01/08/2019 | M | 3,000 | (7) | 03/20/2024 | Common Stock | 3,000 | $ 0 | 110,350 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Klassen Preston C/O ARENA PHARMACEUTICALS, INC. 6154 NANCY RIDGE DRIVE SAN DIEGO, CA 92121 |
EVP and CMO | |||
| /s/ Andrew J. Cronauer, as Attorney-in-Fact | 01/08/2019 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established by the reporting person. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.10 to $42.01, inclusive. The reporting person undertakes to provide Arena Pharmaceuticals, Inc., any security holder of Arena Pharmaceuticals, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in Footnotes 2 and 3 to this Form 4. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.19 to $42.36, inclusive. |
| (4) | The options vest over four years, with 25% of the shares subject to the option vesting on January 4, 2020, 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. |
| (5) | 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 three-year performance period from January 4, 2019 through January 3, 2022 (the "Performance Period") and satisfaction of a continuing service requirement. |
| (6) | 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 $60, $67.50 or $75, and the reporting person thereafter satisfies a continuing service requirement, the PRSUs are deemed vested at 50%, 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. |
| (7) | The options vest over four years and are exercisable once vested. 25% vested and became exercisable on March 20, 2018. The remainder of the options vest in thirty-six equal monthly installments (except as otherwise necessary to avoid vesting of a fractional share), with the first installment vesting on April 20, 2018, and the thirty-sixth installment vesting on March 20, 2021. |