0001104659-20-004714.txt : 20200116 0001104659-20-004714.hdr.sgml : 20200116 20200116155508 ACCESSION NUMBER: 0001104659-20-004714 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200116 FILED AS OF DATE: 20200116 DATE AS OF CHANGE: 20200116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHWARTZ BRIAN CENTRAL INDEX KEY: 0001431322 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21429 FILM NUMBER: 20530850 MAIL ADDRESS: STREET 1: C/O ARQULE, INC. STREET 2: 1 WALL STREET, 6TH FLOOR CITY: BURLINGTON STATE: MA ZIP: 01803 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ARQULE INC CENTRAL INDEX KEY: 0001019695 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043221586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE WALL STREET STREET 2: FLOOR 6 CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 781-994-0300 MAIL ADDRESS: STREET 1: ONE WALL STREET STREET 2: FLOOR 6 CITY: BURLINGTON STATE: MA ZIP: 01803 4 1 tm203607d2_4.xml OWNERSHIP DOCUMENT X0306 4 2020-01-16 1 0001019695 ARQULE INC ARQL 0001431322 SCHWARTZ BRIAN C/O ARQULE, INC. ONE WALL STREET BURLINGTON MA 01803 0 1 0 0 See Remarks Common Stock 2020-01-16 4 U 0 289838 20.00 D 0 D Stock Option (Right to Buy) 1.16 2020-01-16 4 D 0 147000 D 2025-01-20 Common Stock 147000 0 D Stock Option (Right to Buy) 1.79 2020-01-16 4 D 0 108000 D 2026-01-19 Common Stock 108000 0 D Stock Option (Right to Buy) 1.53 2020-01-16 4 D 0 130000 D 2027-01-17 Common Stock 130000 0 D Stock Option (Right to Buy) 0.95 2020-01-16 4 D 0 260000 D 2027-04-04 Common Stock 260000 0 D Stock Option (Right to Buy) 1.75 2020-01-16 4 D 0 107900 D 2028-01-16 Common Stock 107900 0 D Stock Option (Right to Buy) 2.48 2020-01-16 4 D 0 40000 D 2028-05-08 Common Stock 40000 0 D Stock Option (Right to Buy) 5.48 2020-01-16 4 D 0 65000 D 2028-07-23 Common Stock 65000 0 D Stock Option (Right to Buy) 3.68 2020-01-16 4 D 0 314050 D 2029-01-15 Common Stock 314050 0 D Stock Option (Right to Buy) 6.70 2020-01-16 4 D 0 140000 D 2021-01-24 Common Stock 140000 0 D Stock Option (Right to Buy) 7.95 2020-01-16 4 D 0 12578 D 2022-02-01 Common Stock 12578 0 D Stock Option (Right to Buy) 2.51 2020-01-16 4 D 0 21376 D 2023-01-14 Common Stock 21376 0 D Stock Option (Right to Buy) 2.57 2020-01-16 4 D 0 106500 D 2024-01-22 Common Stock 106500 0 D On December 6, 2019, ArQule, Inc. (the "Company") entered into an Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with Merck Sharpe & Dohme Corp. ("MSD") and Argon Merger Sub, Inc., a wholly-owned subsidiary of MSD ("Merger Sub"), pursuant to which MSD acquired the Company by a tender offer for all shares of Company common stock (the "Offer") and a subsequent merger (the "Merger"), each of which became effective on January 16, 2020. Pursuant to the Merger Agreement, (i) Merger Sub purchased all shares of Company common stock that were validly tendered pursuant to the Offer for a cash payment equal to $20.00 per share (the "Offer Price") and (ii) all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were cancelled and converted automatically into the right to receive the Offer Price. Pursuant to the Merger Agreement, immediately prior to the Effective Time, all outstanding Company stock options, to the extent unvested, became fully vested, and at the Effective Time, each outstanding Company stock option was cancelled and converted into the right to receive an amount of cash (subject to any applicable withholding or other taxes required by applicable law) determined by multiplying (i) the number of shares of Company common stock subject to such stock option immediately prior to such cancellation by (ii) the excess, if any, of an amount in cash equal to the Offer Price, without any interest, over the exercise price per share of Company common sotck subject to such stock option, less any applicable tax withholding. Any such option that had an exercise price that equaled or exceeded the Offer Price was cancelled for no consideration. Chief Medical Officer and Senior Vice President /s/ Stephen Migausky by Power of Attorney for Brian Schwartz 2020-01-16