Christopher Cabell Form 3 ARENA PHARMACEUTICALS / Christopher Cabell ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Cabell Christopher

(Last) (First) (Middle)

C/O ARENA PHARMACEUTICALS, INC.

6154 NANCY RIDGE DRIVE

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2020

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Head of R&D, and CMO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	11/15/2024	Common Stock	60,000	26.28	D
Employee Stock Option (right to buy)	(2)	01/19/2025	Common Stock	55,000	35.6	D
Employee Stock Option (right to buy)	(3)	01/04/2026	Common Stock	40,000	40.94	D
Performance Restricted Stock Unit	(4)	01/03/2022	Common Stock	7,500(4)	0.00	D
Employee Stock Option (right to buy)	(5)	03/06/2027	Common Stock	50,000	46.03	D

Explanation of Responses:

1. The options vest over four years, with 25% of the shares subject to the option vesting on November 15, 2018, and the remainder of the shares vesting monthly over the following three years in equal installments (except as otherwise necessary to avoid vesting of a fractional share), and are exercisable once vested.

2. The options vest over four years, with 25% of the shares subject to the option vesting on January 19, 2019, and the remainder of the shares vesting monthly over the following three years in equal installments (except as otherwise necessary to avoid vesting of a fractional share), and are exercisable once vested.

3. The options vest over four years, with 25% of the shares subject to the option vesting on January 4, 2020, and the remainder of the shares vesting monthly over the following three years in equal installments (except as otherwise necessary to avoid vesting of a fractional share), and are exercisable once vested.

4. On January 4, 2019, the Reporting Person was granted 5,000 target Performance Restricted Stock Units ("PRSUs"). The PRSUs represented a contingent right to receive a number of shares of Arena's common stock equal to 50%, 100%, or 200% of the target PRSU amount. Such common shares vest, if at all, upon the closing price of Arena's common stock (the "Closing Price") reaching certain thresholds during the three-year performance period from January 4, 2019, through January 3, 2022 (the "Performance Period") and satisfaction of a subsequent continuing service requirement. On October 14, 2019, 2,500 of the shares subject to the PRSUs vested (50% of the target amount). Up to an additional 7,500 shares remain issuable pursuant to the PRSUs (200% of the target amount, less the 50% already vested) if all currently outstanding Closing Price targets are met during the Performance Period and subsequent continuing service requirements are met.

5. The options vest over four years, with 25% of the shares subject to the option vesting on March 6, 2021, and the remainder of the shares vesting monthly over the following three years in equal installments (except as otherwise necessary to avoid vesting of a fractional share), and are exercisable once vested.

Remarks:

	/s/ Andrew J. Cronauer, as Attorney-in-Fact	06/16/2020
	** 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 5 (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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