0000884731-17-000047.txt : 20170216 0000884731-17-000047.hdr.sgml : 20170216 20170216141415 ACCESSION NUMBER: 0000884731-17-000047 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170216 FILED AS OF DATE: 20170216 DATE AS OF CHANGE: 20170216 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ARIAD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000884731 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 223106987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 125 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6174940400 MAIL ADDRESS: STREET 1: 125 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DENNER ALEXANDER J CENTRAL INDEX KEY: 0001361754 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36172 FILM NUMBER: 17617349 MAIL ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT LP STREET 2: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: Denner Alexander J DATE OF NAME CHANGE: 20060504 4 1 wf-form4_148727244138246.xml FORM 4 X0306 4 2017-02-16 1 0000884731 ARIAD PHARMACEUTICALS INC ARIA 0001361754 DENNER ALEXANDER J C/O SARISSA CAPITAL MANAGEMENT LP 660 STEAMBOAT ROAD GREENWICH CT 06830 1 0 0 0 Common Stock 2017-02-16 4 D 0 53173 D 0 D Common Stock 2017-02-16 4 D 0 7798665 D 0 I Sarissa Capital Domestic Fund LP Common Stock 2017-02-16 4 D 0 5051335 D 0 I Sarissa Capital Offshore Master Fund LP Stock Option (Right to Buy) 8.73 2017-02-16 4 D 0 75000 0 D Common Stock 75000.0 0 D Stock Option (Right to Buy) 6.45 2017-02-16 4 D 0 25000 0 D Common Stock 25000.0 0 D Stock Option (Right to Buy) 4.91 2017-02-16 4 D 0 25000 0 D Common Stock 25000.0 0 D Stock Option (Right to Buy) 23.82 2017-02-16 4 D 0 25000 0 D Common Stock 25000.0 0 D 3.625% Convertible Notes due 2019 9.3015 2017-02-16 4 D 0 5340720 0 D Common Stock 5340720.0 0 I Sarissa Capital Domestic Fund LP 3.625% Convertible Notes due 2019 9.3015 2017-02-16 4 D 0 3459280 0 D Common Stock 3459280.0 0 I Sarissa Capital Offshore Master Fund LP Pursuant to the Agreement and Plan of Merger, dated as of January 8, 2017 (the "Merger Agreement"), between the Company, Takeda Pharmaceutical Company Limited ("Takeda") and Kiku Merger Co., Inc. ("Purchaser"), on February 16, 2017, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $24.00 in cash. The number of Shares reported includes 5,508 unvested restricted Shares subject to a lapsing right of repurchase by the Company (each, a "Restricted Share") and 12,500 Shares underlying unvested restricted stock units (each, an "RSU"). By virtue of the Merger and without any required action on the part of the holder thereof, all vesting conditions and restrictions applicable to each Restricted Share lapsed and each Restricted Share was converted automatically into the right to receive $24.00 in cash. In addition, pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Merger into a vested right to receive a lump-sum cash payment in an amount equal to $24.00 for each Share underlying the RSU, less any required withholding taxes. The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein. Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0. The reporting person is an indirect beneficial owner of the reported number of 3.635% Convertible Senior Notes due 2019 (the "Convertible Notes"). Following the consummation of the Merger, the Convertible Notes are solely convertible into $2,580.228 in cash (without interest) per $1,000 principal amount of Notes. However, if any of the Convertible Notes are converted on or after the date the Issuer gives notice of the occurrence of the Effective Date (as defined in the Indenture, dated as of June 17, 2014, between the Issuer and Wells Fargo Bank, National Association, a national banking association, as trustee (the "Indenture")) applicable to the Merger, and on or prior to 5:00 p.m. New York City time on the business day immediately prior to the Fundamental Change Repurchase Date (as defined in the Indenture) applicable to the Merger, the reporting person shall be entitled to receive, upon conversion, $2,592.0216 (without interest) per $1,000 principal amount of Convertible Notes. /s/ Alexander J. Denner, Ph.D. 2017-02-16