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