0001104659-15-003765.txt : 20150121 0001104659-15-003765.hdr.sgml : 20150121 20150121170837 ACCESSION NUMBER: 0001104659-15-003765 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: CORRIGAN MARK CENTRAL INDEX KEY: 0001250661 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36151 FILM NUMBER: 15539199 4 1 a4.xml 4 X0306 4 2015-01-21 1 0000912183 CUBIST PHARMACEUTICALS INC CBST 0001250661 CORRIGAN MARK 65 HAYDEN AVENUE LEXINGTON MA 02421 1 0 0 0 Common Stock 2015-01-21 4 J 0 7501 102.00 D 0 D Stock Options (Right to Buy) 21.01 2015-01-21 4 D 0 16519 0.00 D 2011-06-10 2020-06-10 Common Stock 16519 0 D Stock Options (Right to Buy) 38.06 2015-01-21 4 D 0 9472 0.00 D 2012-06-02 2021-06-02 Common Stock 9472 0 D Stock Options (Right to Buy) 41.20 2015-01-21 4 D 0 9367 0.00 D 2013-06-06 2022-06-06 Common Stock 9367 0 D Stock Options (Right to Buy) 50.24 2015-01-21 4 D 0 8370 0.00 D 2014-06-12 2023-06-12 Common Stock 8370 0 D Stock Options (Right to Buy) 66.68 2015-01-21 4 D 0 6202 0.00 D 2015-06-03 2024-06-03 Common Stock 6202 0 D Restricted Stock Units 2015-01-21 4 D 0 1687 0.00 D 2015-06-03 Common Stock 1687 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 earlier of the first anniversary of their grant date or the date of Cubist's 2011 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 date or the date of Cubist's 2012 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 date or the date of Cubist's 2013 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 date or the date of Cubist's 2014 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 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 $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. The restricted stock units do not expire. CUBIST PHARMACEUTICALS, INC. By: /s/ Joseph L. Farmer - Attorney in fact 2015-01-21