Douglas J. Manion - Aug 15, 2021 Form 4 Insider Report for ARENA PHARMACEUTICALS INC (ARNA)

Role: EVP Research & Development
Signature: /s/ Kyle Nelson, as Attorney-in-Fact
Stock symbol: ARNA
Transactions as of: Aug 15, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/17/2021, 08:30 AM
Previous filing: Jul 29, 2021
Next filing: Jan 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ARNA	Common Stock	Award	$0	+15K		$0.00	15K	Aug 15, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ARNA	Employee Stock Option (right to buy)	Award	$0	+90K		$0.00	90K	Aug 15, 2021	Common Stock	90K	$48.12	Direct	F2
transaction	ARNA	Employee Performance Restricted Stock Unit	Award	$0	+15.2K		$0.00	15.2K	Aug 15, 2021	Common Stock	15.2K		Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.