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 |
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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ARQULE INC [ ARQL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | 188,062(2) | D | $20 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $2.48 | 01/16/2020 | D | 20,000 | (3) | 05/08/2028 | Common Stock | 20,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $6.14 | 01/16/2020 | D | 15,000 | (3) | 05/13/2020 | Common Stock | 15,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $6.71 | 01/16/2020 | D | 15,000 | (3) | 06/01/2021 | Common Stock | 15,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $5.82 | 01/16/2020 | D | 15,000 | (3) | 05/24/2022 | Common Stock | 15,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $2.78 | 01/16/2020 | D | 15,000 | (3) | 05/20/2023 | Common Stock | 15,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.42 | 01/16/2020 | D | 15,000 | (3) | 05/13/2024 | Common Stock | 15,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.8 | 01/16/2020 | D | 15,000 | (3) | 05/11/2025 | Common Stock | 15,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.68 | 01/16/2020 | D | 20,000 | (3) | 05/24/2026 | Common Stock | 20,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.23 | 01/16/2020 | D | 20,000 | (3) | 05/23/2027 | Common Stock | 20,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $6.21 | 01/16/2020 | D | 40,000 | (3) | 05/13/2029 | Common Stock | 40,000 | (3) | 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. This amount includes 15,548 shares which were inadvertently omitted from previous Forms 4. |
| 3. 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. |
| /s/ Stephen Migausky by Power of Attorney for Michael D Loberg | 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. | ||