0001104659-15-003762.txt : 20150121 0001104659-15-003762.hdr.sgml : 20150121 20150121170807 ACCESSION NUMBER: 0001104659-15-003762 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150121 FILED AS OF DATE: 20150121 DATE AS OF CHANGE: 20150121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CUBIST PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000912183 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223192085 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 65 HAYDEN AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 781-860-8660 MAIL ADDRESS: STREET 1: 65 HAYDEN AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VINK PATRICK V.J.J. CENTRAL INDEX KEY: 0001557501 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36151 FILM NUMBER: 15539193 MAIL ADDRESS: STREET 1: ETZELSTRASSE 20 CITY: 8707 UETIKON AM SEE STATE: V8 ZIP: V8 4 1 a4.xml 4 X0306 4 2015-01-21 1 0000912183 CUBIST PHARMACEUTICALS INC CBST 0001557501 VINK PATRICK V.J.J. 65 HAYDEN AVENUE LEXINGTON MA 02421 0 1 0 0 EVP and COO Common Stock 2015-01-21 4 J 0 5496 102.00 D 0 D Stock Options (Right to Buy) 46.11 2015-01-21 4 D 0 55000 0.00 D 2013-01-15 2022-10-15 Common Stock 55000 0 D Restricted Stock Units 2015-01-21 4 D 0 4250 0.00 D 2013-10-15 Common Stock 4250 0 D Performance Restricted Stock Units 2015-01-21 4 D 0 4987 0.00 D 2016-02-15 Common Stock 4987 0 D Restricted Stock Units 2015-01-21 4 D 0 3741 0.00 D 2014-02-15 Common Stock 3741 0 D Stock Options (Right to Buy) 41.60 2015-01-21 4 D 0 30551 0.00 D 2013-05-15 2023-02-15 Common Stock 30551 0 D Stock Options (Right to Buy) 73.55 2015-01-21 4 D 0 28110 0.00 D 2014-05-14 2024-02-14 Common Stock 28110 0 D Restricted Stock Units 2015-01-21 4 D 0 3738 0.00 D 2015-02-14 Common Stock 3738 0 D Performance Restricted Stock Units 2015-01-21 4 D 0 3738 0.00 D 2017-02-14 Common Stock 3738 0 D Restricted Stock Units 2015-01-21 4 D 0 7451 0.00 D 2016-01-01 2025-01-01 Common Stock 7451 0 D 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. 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. 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 $55.89 per Share, representing the difference between the exercise price of the options and $102.00 per Share. 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. 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. 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. 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. 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. These restricted stock units, which vest 6.25% quarterly over a four year period, 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. CUBIST PHARMACEUTICALS, INC. By: /s/ Joseph L. Farmer - Attorney in fact 2015-01-21