SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Zane Lee

(Last)

(First)

(Middle)

C/O ANACOR PHARMACEUTICALS, INC.

1020 EAST MEADOW CIRCLE

(Street)

PALO ALTO

94303

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Anacor Pharmaceuticals, Inc. [ ANAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/24/2016		D		44,194⁽¹⁾⁽²⁾	D	$99.25	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Units	⁽¹⁾	06/24/2016		D			6,350	⁽¹⁾	⁽¹⁾	Common Stock	6,350	⁽¹⁾	0	D
Performance Restricted Stock Units	⁽¹⁾	06/24/2016		D			4,375	⁽¹⁾	⁽¹⁾	Common Stock	4,375	⁽¹⁾	0	D
Stock Option (right to buy)	$5	06/24/2016		D			3,849	⁽¹⁾	⁽¹⁾	Common Stock	3,849	⁽¹⁾	0	D
Stock Option (right to buy)	$5.59	06/24/2016		D			27,661	⁽¹⁾	⁽¹⁾	Common Stock	27,661	⁽¹⁾	0	D
Stock Option (right to buy)	$6.92	06/24/2016		D			33,239	⁽¹⁾	⁽¹⁾	Common Stock	33,239	⁽¹⁾	0	D
Stock Option (right to buy)	$6.96	06/24/2016		D			80,000	⁽¹⁾	⁽¹⁾	Common Stock	80,000	⁽¹⁾	0	D
Stock Option (right to buy)	$7.25	06/24/2016		D			12,957	⁽¹⁾	⁽¹⁾	Common Stock	12,957	⁽¹⁾	0	D
Stock Option (right to buy)	$12.49	06/24/2016		D			30,000	⁽¹⁾	⁽¹⁾	Common Stock	30,000	⁽¹⁾	0	D
Stock Option (right to buy)	$17.14	06/24/2016		D			47,000	⁽¹⁾	⁽¹⁾	Common Stock	47,000	⁽¹⁾	0	D
Stock Option (right to buy)	$37.81	06/24/2016		D			24,360	⁽¹⁾	⁽¹⁾	Common Stock	24,360	⁽¹⁾	0	D
Stock Option (right to buy)	$78.91	06/24/2016		D			22,136	⁽¹⁾	⁽¹⁾	Common Stock	22,136	⁽¹⁾	0	D

Explanation of Responses:

1. As of the effective time of the transactions contemplated by the Agreement and Plan of Merger, dated as of May 14, 2016 (the "Merger Agreement"), by and among the Issuer, Pfizer Inc., a Delaware corporation ("Parent"), and Quattro Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, pursuant to the terms of the Merger Agreement, (i) each share of the Issuer's Common Stock held by the reporting person was disposed of in exchange for the merger consideration of $99.25 per share, (ii) each award of restricted stock units (including performance restricted stock units) and stock options became fully vested and (iii) each award of restricted stock units (including performance restricted stock units) and stock options was cancelled in exchange for the right to receive a cash payment per share in an amount equal to $99.25 less, in the case of stock options, the applicable exercise price.

2. Includes shares acquired pursuant to the Issuer's ESPP since the reporting person's last Form 4.

	/s/ Lucy O. Day, Attorney-in-fact	06/24/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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