Arqule (ARQL) Form 4 ARQULE / BRIAN SCHWARTZ ownership change

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^*

SCHWARTZ BRIAN

(Last) (First) (Middle)

C/O ARQULE, INC.

ONE WALL STREET

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ARQULE INC [ ARQL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2020

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	01/16/2020		U(1)		289,838	D	$20	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 Option (Right to Buy)	$1.16	01/16/2020		D			147,000	(2)	01/20/2025	Common Stock	147,000	(2)	0	D
Stock Option (Right to Buy)	$1.79	01/16/2020		D			108,000	(2)	01/19/2026	Common Stock	108,000	(2)	0	D
Stock Option (Right to Buy)	$1.53	01/16/2020		D			130,000	(2)	01/17/2027	Common Stock	130,000	(2)	0	D
Stock Option (Right to Buy)	$0.95	01/16/2020		D			260,000	(2)	04/04/2027	Common Stock	260,000	(2)	0	D
Stock Option (Right to Buy)	$1.75	01/16/2020		D			107,900	(2)	01/16/2028	Common Stock	107,900	(2)	0	D
Stock Option (Right to Buy)	$2.48	01/16/2020		D			40,000	(2)	05/08/2028	Common Stock	40,000	(2)	0	D
Stock Option (Right to Buy)	$5.48	01/16/2020		D			65,000	(2)	07/23/2028	Common Stock	65,000	(2)	0	D
Stock Option (Right to Buy)	$3.68	01/16/2020		D			314,050	(2)	01/15/2029	Common Stock	314,050	(2)	0	D
Stock Option (Right to Buy)	$6.7	01/16/2020		D			140,000	(2)	01/24/2021	Common Stock	140,000	(2)	0	D
Stock Option (Right to Buy)	$7.95	01/16/2020		D			12,578	(2)	02/01/2022	Common Stock	12,578	(2)	0	D
Stock Option (Right to Buy)	$2.51	01/16/2020		D			21,376	(2)	01/14/2023	Common Stock	21,376	(2)	0	D
Stock Option (Right to Buy)	$2.57	01/16/2020		D			106,500	(2)	01/22/2024	Common Stock	106,500	(2)	0	D

Explanation of Responses:

1. On December 6, 2019, ArQule, Inc. (the "Company") entered into an Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with Merck Sharpe & Dohme Corp. ("MSD") and Argon Merger Sub, Inc., a wholly-owned subsidiary of MSD ("Merger Sub"), pursuant to which MSD acquired the Company by a tender offer for all shares of Company common stock (the "Offer") and a subsequent merger (the "Merger"), each of which became effective on January 16, 2020. Pursuant to the Merger Agreement, (i) Merger Sub purchased all shares of Company common stock that were validly tendered pursuant to the Offer for a cash payment equal to $20.00 per share (the "Offer Price") and (ii) all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were cancelled and converted automatically into the right to receive the Offer Price.

2. Pursuant to the Merger Agreement, immediately prior to the Effective Time, all outstanding Company stock options, to the extent unvested, became fully vested, and at the Effective Time, each outstanding Company stock option was cancelled and converted into the right to receive an amount of cash (subject to any applicable withholding or other taxes required by applicable law) determined by multiplying (i) the number of shares of Company common stock subject to such stock option immediately prior to such cancellation by (ii) the excess, if any, of an amount in cash equal to the Offer Price, without any interest, over the exercise price per share of Company common sotck subject to such stock option, less any applicable tax withholding. Any such option that had an exercise price that equaled or exceeded the Offer Price was cancelled for no consideration.

Remarks:

Chief Medical Officer and Senior Vice President

	/s/ Stephen Migausky by Power of Attorney for Brian Schwartz	01/16/2020
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.