0001104659-15-003771.txt : 20150121
0001104659-15-003771.hdr.sgml : 20150121
20150121170937
ACCESSION NUMBER: 0001104659-15-003771
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: MOULDER LEON O JR
CENTRAL INDEX KEY: 0001228865
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36151
FILM NUMBER: 15539213
4
1
a4.xml
4
X0306
4
2015-01-21
1
0000912183
CUBIST PHARMACEUTICALS INC
CBST
0001228865
MOULDER LEON O JR
65 HAYDEN AVENUE
LEXINGTON
MA
02421
1
0
0
0
Common Stock
2015-01-21
4
J
0
11101
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
Stock Options (Right to Buy)
20.96
2015-01-21
4
D
0
16833
0.00
D
2010-05-18
2020-02-18
Common Stock
16833
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 for no consideration.
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 $81.04 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
By: /s/ Joseph L. Farmer - Attorney in fact
2015-01-21