SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* HENNEY JANE E MD (Last) (First) (Middle) 65 HAYDEN AVENUE (Street) LEXINGTON MA 02421 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CUBIST PHARMACEUTICALS INC [ CBST ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/21/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)		4,644	D	$102	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Options (Right to Buy)	$42.64	01/21/2015		D			10,176	06/08/2012(3)	03/08/2022	Common Stock	10,176	$0.00	0	D
Stock Options (Right to Buy)	$41.2	01/21/2015		D			9,367	06/06/2013(4)	06/06/2022	Common Stock	9,367	$0.00	0	D
Stock Options (Right to Buy)	$50.24	01/21/2015		D			8,370	06/12/2014(5)	06/12/2023	Common Stock	8,370	$0.00	0	D
Stock Options (Right to Buy)	$66.68	01/21/2015		D			6,202	06/03/2015(6)	06/03/2024	Common Stock	6,202	$0.00	0	D
Restricted Stock Units	(7)	01/21/2015		D			1,687	06/03/2015(7)	(7)	Common Stock	1,687	$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 options, which vest quarterly in equal installments over a three-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $59.36 per Share, representing the difference between the exercise price of the options and $102.00 per Share.

4. 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.

5. 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.

6. 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.

7. 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 for no consideration. The 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).
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