Steven J. Schoch - Mar 11, 2022 Form 4 Insider Report for ARENA PHARMACEUTICALS INC (ARNA)

Role
Director
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, 03:22 PM
Previous filing
Feb 11, 2022
Next filing
Jun 2, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ARNA Common Stock Other -4.6K -100% 0 Mar 11, 2022 Direct F1, F2

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 Stock Option (right to buy) Disposed to Issuer -3.6K -100% 0 Mar 11, 2022 Common Stock 3.6K $65.19 Direct F3
transaction ARNA Stock Option (right to buy) Disposed to Issuer -7.2K -100% 0 Mar 11, 2022 Common Stock 7.2K $65.19 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Steven J. Schoch is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Issuer entered into an 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.