Clackson Timothy P Form 4 ARIAD PHARMACEUTICALS / TIMOTHY P CLACKSON 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

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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^*

CLACKSON TIMOTHY P

(Last) (First) (Middle)

C/O ARIAD PHARMACEUTICALS, INC.

125 BINNEY STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ARIAD PHARMACEUTICALS INC [ ARIA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, R&D, CSO

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2017

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	02/16/2017		D		219,867	D	(1)	0	D
Common Stock	02/16/2017		D		577	D	(1)(2)	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
Employee Stock Option (Right to Buy)	$15.05	02/16/2017		D			82,000	(3)	(3)	Common Stock	82,000	$0	0	D
Employee Stock Option (Right to Buy)	$20.89	02/16/2017		D			65,000	(3)	(3)	Common Stock	65,000	$0	0	D
Employee Stock Option (Right to Buy)	$6.51	02/16/2017		D			87,125	(3)	(3)	Common Stock	87,125	$0	0	D
Restricted Stock Units	$0.0	02/16/2017		D			72,980	(4)	(4)	Common Stock	72,980	$0	0	D
Restricted Stock Units	$0.0	02/16/2017		D			14,550	(5)	(5)	Common Stock	14,550	$0	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of January 8, 2017 (the "Merger Agreement"), between the Company, Takeda Pharmaceutical Company Limited ("Takeda") and Kiku Merger Co., Inc. ("Purchaser"), on February 16, 2017, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $24.00 in cash.

2. Represents Shares purchased through the Company's employee stock purchase plan on February 14, 2017.

3. Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.

4. Each restricted stock unit ("RSU") represents a right to receive one Share. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Offer automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum cash payment in an amount equal to $24.00 for each Share underlying the RSU, less any required withholding taxes.

5. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Offer automatically and without any required action on the part of its holder shall be converted into the right to receive an amount in cash equal to $24.00 for each Share underlying the RSUs (the aggregate amount, the "RSU Payment"). Subject to the terms of the award agreement, the RSU Payment will generally be payable (without any crediting of interest for the period from the consummation of the Offer through the date of payment) in three annual installments with each such installment paid on the date that the RSUs corresponding to such installment would have otherwise vested in accordance with the terms of the award, less any required withholding taxes.

Remarks:

	Karen E. Needham, under Power of Attorney signed April 20, 2016	02/17/2017
	** Signature of Reporting Person	Date
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