Joan Schmidt - Mar 11, 2022 Form 4 Insider Report for ARENA PHARMACEUTICALS INC (ARNA)

Role: EVP, General Counsel & Sec
Signature: /s/ Andrew J. Cronauer, as Attorney-in-Fact
Stock symbol: ARNA
Transactions as of: Mar 11, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/11/2022, 03:09 PM
Previous filing: Jan 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ARNA	Common Stock	Other		-8.17K	-22.5%		28.1K	Mar 11, 2022	Direct	F1, F2
transaction	ARNA	Common Stock	Other		-6.66K	-23.68%		21.5K	Mar 11, 2022	Direct	F3
transaction	ARNA	Common Stock	Other		-21.5K	-100%		0	Mar 11, 2022	Direct	F4

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)	Disposed to Issuer		-132K	-100%		0	Mar 11, 2022	Common Stock	132K	$41.25	Direct	F5
transaction	ARNA	Employee Stock Option (right to buy)	Disposed to Issuer		-38.9K	-100%		0	Mar 11, 2022	Common Stock	38.9K	$80.08	Direct	F5
transaction	ARNA	Employee Performance Restricted Stock Unit	Disposed to Issuer		-15.2K	-100%		0	Mar 11, 2022	Common Stock	15.2K		Direct	F6

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

Joan Schmidt is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
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	Includes 224 shares acquired on May 20, 2021, pursuant to Arena's 2019 Employee Stock Purchase Plan.
F3	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.
F4	Pursuant to the Merger Agreement, as of 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 Company after December 12, 2021 under the Issuer's 2021 Long-Term Incentive Plan (each, a "2022 Issuer RSU") that was unvested and outstanding as of immediately prior to the Effective Time was substituted automatically with a Parent restricted stock unit with respect to that number of shares of Parent common stock that is equal to the product obtained by multiplying (1) the total number of Issuer Common Stock subject to the 2022 Issuer RSU immediately prior to the Effective Time by (2) the RSU Exchange Ratio (as defined in the Merger Agreement).
F5	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.
F6	Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit granted by the Issuer under an Issuer Stock Plan that was subject to performance-based vesting conditions (each, an "Issuer PRSU") 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 (with all the performance-based vesting conditions associated with such Issuer PRSU being deemed achieved at the greater of actual completed performance at the Effective Time or at target for any Issuer PRSU), subject to any required withholding of taxes.