0001209191-19-043777.txt : 20190730
0001209191-19-043777.hdr.sgml : 20190730
20190730200239
ACCESSION NUMBER: 0001209191-19-043777
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190730
FILED AS OF DATE: 20190730
DATE AS OF CHANGE: 20190730
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COX CARRIE SMITH
CENTRAL INDEX KEY: 0001110753
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16633
FILM NUMBER: 19986975
MAIL ADDRESS:
STREET 1: SCHERING-PLOUGH CORPORATION
STREET 2: 2000 GALLOPING HILL ROAD
CITY: KENILWORTH
STATE: NJ
ZIP: 07033
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ARRAY BIOPHARMA INC
CENTRAL INDEX KEY: 0001100412
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 841460811
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 3200 WALNUT STREET
CITY: BOULDER
STATE: CO
ZIP: 80301
BUSINESS PHONE: 3033816600
MAIL ADDRESS:
STREET 1: 3200 WALNUT STREET
CITY: BOULDER
STATE: CO
ZIP: 80301
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-07-30
1
0001100412
ARRAY BIOPHARMA INC
ARRY
0001110753
COX CARRIE SMITH
C/O ARRAY BIOPHARMA INC.
3200 WALNUT STREET
BOULDER
CO
80301
1
0
0
0
Common Stock
2019-07-30
4
D
0
8000
48.00
D
10000
D
Common Stock
2019-07-30
4
D
0
10000
D
0
D
Stock Option (Right to Buy)
14.93
2019-07-30
4
D
0
25000
D
2028-08-09
Common Stock
25000
0
D
Stock Option (Right to Buy)
14.55
2019-07-30
4
D
0
25000
D
2028-10-25
Common Stock
25000
0
D
On June 14, 2019, Array BioPharma Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Pfizer Inc. ("Pfizer") and Arlington Acquisition Sub Inc., a wholly owned subsidiary of Pfizer ("Purchaser"). Pursuant to the terms of the Merger Agreement, each share of Company common stock held by the Reporting Person was cancelled and converted into the right to receive an amount in cash equal to $48.00, without interest and subject to any required withholding of taxes.
On July 30, 2019, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation and becoming a wholly-owned subsidiary of Pfizer. Pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $48.00, without interest and subject to any required withholding of taxes.
Represents shares of Company common stock underlying each restricted stock unit (a "Company RSU") held by the Reporting Person, whether or not vested. Pursuant to the terms of the Merger Agreement, each Company RSU held by the Reporting Person was converted into the right to receive an amount in cash equal to the product of (i) $48.00 and (ii) the number of shares of Company common stock subject to such Company RSU.
The option provided for vesting in four equal annual installments beginning on August 9, 2019.
Represents shares of Company common stock underlying compensatory options to purchase shares of Company common stock, whether or not vested and which have a per share exercise price that is less than $48.00 (each, an "In the Money Option"). Pursuant to the terms of the Merger Agreement, each In the Money Option held by the Reporting Person was cancelled and converted into the right to a cash payment equal to (i) the excess, if any, of (A) $48.00 over (B) the exercise price payable per share of Company common stock under such In the Money Option, multiplied by (ii) the total number of shares of Company common stock subject to such In the Money Option.
The option provided for vesting in four equal annual installments beginning on October 25, 2019.
/s/ Jason Haddock, attorney-in-fact
2019-07-30