Gallahue Kieran Form 4 ARENA PHARMACEUTICALS / KIERAN GALLAHUE 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^*

GALLAHUE KIERAN

(Last) (First) (Middle)

6154 NANCY RIDGE DRIVE

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ARENA PHARMACEUTICALS INC [ ARNA ]

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)
03/11/2022

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	03/11/2022		J(1)		3,628	D	(1)	0	I	By The Gallahue Irrevocable Trust
Common Stock	03/11/2022		J(1)		1,116	D	(1)	8,167	D
Common Stock	03/11/2022		J(2)		8,167	D	(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
Stock Option (right to buy)	$44.79	03/11/2022		D			2,500	(3)	(3)	Common Stock	2,500	(3)	0	D
Stock Option (right to buy)	$44.79	03/11/2022		D			4,583	(3)	(3)	Common Stock	4,583	(3)	0	D
Stock Option (right to buy)	$56.5	03/11/2022		D			5,000	(3)	(3)	Common Stock	5,000	(3)	0	D
Stock Option (right to buy)	$61.31	03/11/2022		D			5,000	(3)	(3)	Common Stock	5,000	(3)	0	D
Stock Option (right to buy)	$65.19	03/11/2022		D			7,202	(3)	(3)	Common Stock	7,202	(3)	0	D

Explanation of Responses:

1. Reflects disposition of Issuer common stock with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated December 12, 2021, by and among the Issuer, Pfizer Inc. ("Parent") and Antioch Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub on March 11, 2022. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock, $0.0001 par value per share ("Issuer Common Stock"), was cancelled, retired and converted into the right to receive an amount equal to $100.00 in cash, without interest thereon (the "Merger Consideration"), subject to any required withholding of taxes.

2. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit subject to vesting conditions based solely on continued employment or service to the Issuer or any of its subsidiaries granted by the Issuer under an Issuer Stock Plan, except any restricted stock unit that was granted after December 12, 2021, (each, an "Issuer RSU"), that was unvested and outstanding as of immediately prior to the Effective Time was cancelled and immediately ceased to be outstanding and was converted into the right to receive an amount in cash equal to the Merger Consideration, subject to any required withholding of taxes.

3. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Issuer Common Stock (each, an "Issuer Option") granted by Issuer under the Issuer's 2021 Long-Term Incentive Plan or prior stock plans (collectively, the "Issuer Stock Plans") that was outstanding as of immediately prior to the Effective Time, whether or not then vested, was cancelled and immediately ceased to be outstanding and was converted into the right to receive an amount in cash equal to the product of (1) the excess, if any, of the Merger Consideration over the per-share exercise price of such Issuer Option, multiplied by (2) the number of Issuer Common Stock then subject to such Issuer Option, subject to any required withholding of taxes.

Remarks:

	/s/ Andrew J. Cronauer, as Attorney-in-Fact	03/11/2022
	** Signature of Reporting Person	Date
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