Aralez Pharmaceuticals (ARLZ) Form 4 Aralez Pharmaceuticals / KENNETH B LEE JR 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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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^*

LEE KENNETH B JR

(Last) (First) (Middle)

C/O ARALEZ PHARMACEUTICALS INC.,

7100 WEST CREDIT AVENUE, SUITE 101

(Street)

MISSISSAUGA A6 L5N 0E4

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aralez Pharmaceuticals Inc. [ ARLZ ]

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)
06/16/2016

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 Shares, without par value	06/16/2016		A(1)		7,500	A	$0	89,452(2)	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)	$3.42	06/16/2016		A		15,000		(3)	06/16/2026	Common Shares, without par value	15,000	$0	15,000	D

Explanation of Responses:

1. Restricted Stock Units, all of which vest on the earlier of June 16, 2017 or the date of the Company's next annual shareholder meeting, subject to the director's continued service on the Board as of such date. Vested shares will be delivered to the Reporting Person on the earlier of the date that the Reporting Person ceases to provide services to the Board and the date of a Change of Control, as defined in the Issuer's 2016 Long-Term Incentive Plan, in either case provided that the Restricted Stock Units are vested on such date.

2. Includes 81,952 shares of Common Stock and 7,500 Restricted Stock Units.

3. The option vests in one installment on the earlier of June 16, 2017 or the date of the Company's next annual shareholder meeting, subject to the director's continued service on the Board as of such date.

	/s/ Eric L. Trachtenberg, attorney-in-fact for Kenneth B. Lee Jr.	06/20/2016
	** 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).
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