0001104659-15-003763.txt : 20150121
0001104659-15-003763.hdr.sgml : 20150121
20150121170822
ACCESSION NUMBER: 0001104659-15-003763
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: BATE KENNETH
CENTRAL INDEX KEY: 0001210238
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36151
FILM NUMBER: 15539198
MAIL ADDRESS:
STREET 1: C/O MILLENNIUM PHARMACEUTICALS INC
STREET 2: 40 LANDSDOWNE STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
4
1
a4.xml
4
X0306
4
2015-01-21
1
0000912183
CUBIST PHARMACEUTICALS INC
CBST
0001210238
BATE KENNETH
65 HAYDEN AVENUE
LEXINGTON
MA
02421
1
0
0
0
Common Stock
2015-01-21
4
J
0
9615
102.00
D
0
D
Stock Options (Right to Buy)
17.63
2015-01-21
4
D
0
22500
0.00
D
2009-06-11
2018-06-11
Common Stock
22500
0
D
Stock Options (Right to Buy)
22.71
2015-01-21
4
D
0
20000
0.00
D
2007-06-08
2016-06-08
Common Stock
20000
0
D
Stock Options (Right to Buy)
21.88
2015-01-21
4
D
0
22500
0.00
D
2008-06-07
2017-06-07
Common Stock
22500
0
D
Stock Options (Right to Buy)
18.22
2015-01-21
4
D
0
25332
0.00
D
2010-06-04
2019-06-04
Common Stock
25332
0
D
Stock Options (Right to Buy)
21.01
2015-01-21
4
D
0
22025
0.00
D
2011-06-10
2020-06-10
Common Stock
22025
0
D
Stock Options (Right to Buy)
38.06
2015-01-21
4
D
0
15786
0.00
D
2012-06-02
2021-06-02
Common Stock
15786
0
D
Stock Options (Right to Buy)
41.20
2015-01-21
4
D
0
14430
0.00
D
2013-06-06
2022-06-06
Common Stock
14430
0
D
Stock Options (Right to Buy)
50.24
2015-01-21
4
D
0
12895
0.00
D
2014-06-12
2023-06-12
Common Stock
12895
0
D
Stock Options (Right to Buy)
66.68
2015-01-21
4
D
0
7856
0.00
D
2015-06-03
2024-06-03
Common Stock
7856
0
D
Restricted Stock Units
2015-01-21
4
D
0
2137
0.00
D
2015-06-03
Common Stock
2137
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 100% on the first anniversary of their grant, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $84.37 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
These options, which vest 100% on the first anniversary of their grant, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $79.29 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
These options, which vest 100% on the first anniversary of their grant, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $80.12 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
These options, which vest 100% on the earlier of the first anniversary of their grant or the date of Cubist's2010 Annual Meeting of Stockholders, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $83.78 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
These options, which vest 100% on the earlier of the first anniversary of their grant or the date of Cubist's2011 Annual Meeting of Stockholders, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $80.99 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
These options, which vest 100% on the earlier of the first anniversary of their grant or the date of Cubist's2012 Annual Meeting of Stockholders, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $63.94 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
These options, which vest 100% on the earlier of the first anniversary of their grant or the date of Cubist's2013 Annual Meeting of Stockholders, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $60.80 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
These options, which vest 100% on the earlier of the first anniversary of their grant or the date of Cubist's2014 Annual Meeting of Stockholders, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $51.76 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
These options, which vest 100% on the earlier of the first anniversary of their grant or the date of Cubist's2015 Annual Meeting of Stockholders, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $35.32 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
These restricted stock units, which vest 100% on the earlier of the first anniversary of their grant date or the date of Cubist's 2015 Annual Meeting of Stockholders, 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.
CUBIST PHARMACEUTICALS, INC. By: /s/ Joseph L. Farmer - Attorney in fact
2015-01-21