Filing Details

Accession Number:
0001209191-19-002953
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-01-08 21:04:12
Reporting Period:
2019-01-04
Accepted Time:
2019-01-08 21:04:12
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1080709 Arena Pharmaceuticals Inc ARNA Pharmaceutical Preparations (2834) 232908305
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1493056 Preston Klassen C/O Arena Pharmaceuticals, Inc.
6154 Nancy Ridge Drive
San Diego CA 92121
Evp And Cmo No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2019-01-07 16,000 $15.10 16,000 No 4 M Direct
Common Stock Disposition 2019-01-07 15,600 $41.68 400 No 4 S Direct
Common Stock Disposition 2019-01-07 400 $42.32 0 No 4 S Direct
Common Stock Acquisiton 2019-01-08 3,000 $15.10 3,000 No 4 M Direct
Common Stock Disposition 2019-01-08 3,000 $44.00 0 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 S Direct
No 4 S Direct
No 4 M Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Employee Stock Option (right to buy) Acquisiton 2019-01-04 75,000 $0.00 75,000 $40.94
Common Stock Employee Performance Restricted Stock Unit Acquisiton 2019-01-04 12,600 $0.00 12,600 $0.00
Common Stock Employee Stock Option (right to buy) Disposition 2019-01-07 16,000 $0.00 16,000 $15.10
Common Stock Employee Stock Option (right to buy) Disposition 2019-01-08 3,000 $0.00 3,000 $15.10
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
75,000 2026-01-04 No 4 A Direct
12,600 2022-01-03 No 4 A Direct
113,350 2024-03-20 No 4 M Direct
110,350 2024-03-20 No 4 M Direct
Footnotes
  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.