| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CUBIST PHARMACEUTICALS INC [ CBST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/21/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/21/2015 | J(1)(2) | 14,765 | D | $102 | 0 | D | |||
| Common Stock | 01/21/2015 | J(1)(2) | 1,199 | D | $102 | 0 | I | 401(k) Plan | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 01/21/2015 | D | 1,500 | 05/13/2012(3) | (3) | Common Stock | 1,500 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $34.795 | 01/21/2015 | D | 5,875 | 08/13/2011(4) | 05/13/2021 | Common Stock | 5,875 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $42.09 | 01/21/2015 | D | 10,000 | 05/16/2012(5) | 02/16/2022 | Common Stock | 10,000 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (3) | 01/21/2015 | D | 1,667 | 02/16/2013(3) | (3) | Common Stock | 1,667 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $43.81 | 01/21/2015 | D | 15,000 | 11/15/2012(6) | 08/15/2022 | Common Stock | 15,000 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (3) | 01/21/2015 | D | 2,500 | 08/15/2013(3) | (3) | Common Stock | 2,500 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $41.6 | 01/21/2015 | D | 18,404 | 05/15/2013(7) | 02/15/2023 | Common Stock | 18,404 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (3) | 01/21/2015 | D | 2,253 | 02/15/2014(3) | (3) | Common Stock | 2,253 | $0.00 | 0 | D | ||||
| Performance Restricted Stock Units | (8) | 01/21/2015 | D | 3,004 | 02/15/2016(8) | (8) | Common Stock | 3,004 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $45.9 | 01/21/2015 | D | 17,233 | 07/15/2013(9) | 04/15/2023 | Common Stock | 17,233 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (3) | 01/21/2015 | D | 4,085 | 04/15/2014(3) | (3) | Common Stock | 4,085 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $73.55 | 01/21/2015 | D | 31,559 | 05/14/2014(10) | 02/14/2024 | Common Stock | 31,559 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (3) | 01/21/2015 | D | 4,365 | 02/14/2015(3) | (3) | Common Stock | 4,365 | $0.00 | 0 | D | ||||
| Performance Restricted Stock Units | (11) | 01/21/2015 | D | 4,029 | (11) | (11) | Common Stock | 4,029 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. On January 21, 2015, Mavec Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Merck & Co., Inc., a New Jersey corporation ("Parent"), merged with and into (the "Merger") Cubist Pharmaceuticals, Inc., a Delaware corporation ("Cubist"), without a meeting of the stockholders of Cubist in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with Cubist continuing as the surviving corporation and thereby becoming a wholly-owned subsidiary of Parent. The Merger took place pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated December 8, 2014, among Parent, Purchaser and Cubist. |
| 2. Each outstanding share of Cubist common stock, par value $0.001 per share (the "Shares") (other than Shares held in the treasury of Cubist and each Share owned by Parent, Purchaser or any direct or indirect wholly owned Subsidiary of Parent or Purchaser, which Shares were cancelled and retired without any conversion thereof), including the Shares reported above, were automatically cancelled and converted in to the right to receive $102.00 per Share, net to the seller in cash, without interest, but subject to any required withholding of taxes. |
| 3. These restricted stock units, which vest 25% annually over a four-year period, with the first 25% vesting one year after the grant date, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $102.00 per Share. Each restricted stock unit represented a contingent right to receive one share of Cubist common stock for no consideration. The restricted stock units do not expire. |
| 4. These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $67.205 per Share, representing the difference between the exercise price of the options and $102.00 per Share. |
| 5. These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $59.91 per Share, representing the difference between the exercise price of the options and $102.00 per Share. |
| 6. These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $58.19 per Share, representing the difference between the exercise price of the options and $102.00 per Share. |
| 7. These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $60.40 per Share, representing the difference between the exercise price of the options and $102.00 per Share. |
| 8. These performance restricted stock units were granted in 2013. Shares are earned based on the achievement of certain performance conditions, which are set forth in the applicable performance unit agreement. Pursuant to the Merger Agreement, such performance conditions were deemed to be achieved such that 100% of the Shares subject to performance restricted stock units granted in 2013 were earned. These performance restricted stock units were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $102.00 per Share. Each performance restricted stock unit represents a contingent right to receive one share of Cubist common stock for no consideration. Performance restricted stock units do not expire. |
| 9. These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $56.10 per Share, representing the difference between the exercise price of the options and $102.00 per Share. |
| 10. These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $28.45 per Share, representing the difference between the exercise price of the options and $102.00 per Share. |
| 11. These performance restricted stock units were granted in 2014. Shares are earned based on the achievement of certain performance conditions, which are set forth in the applicable performance unit agreement. Pursuant to the Merger Agreement, such performance conditions were deemed to be achieved such that 83.33% of the maximum number of Shares deliverable under performance restricted stock units granted in 2014 were earned. These performance restricted stock units were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $102.00 per Share. Each performance restricted stock unit represents a contingent right to receive one share of Cubist common stock for no consideration. Performance restricted stock units do not expire. |
| CUBIST PHARMACEUTICALS, INC. By: /s/ Joseph L. Farmer - Attorney in fact | 01/21/2015 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||