ARIAD Pharmaceuticals (ARIA) Form 4/A ARIAD PHARMACEUTICALS / DAVID L BERSTEIN 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^*

BERSTEIN DAVID L

(Last) (First) (Middle)

C/O ARIAD PHARMACEUTICALS, INC.

26 LANDSDOWNE STREET

(Street)

CAMBRIDGE MA 02139

(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)
SVP, Chief IP Counsel

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/28/2015

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	09/24/2015		M(1)		10,000	A	$0	240,449	D
Common Stock	09/28/2015		S(2)		5,000	D	$6.4631(3)	235,449	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
Performance stock unit	(4)	09/24/2015		M			10,000	(5)	(5)	Common Stock	10,000	$0	10,000	D
Performance stock unit	(4)	09/24/2015		A		20,000		(5)	(5)	Common Stock	20,000	$0	20,000	D

Explanation of Responses:

1. Shares were acquired upon vesting of performance stock units awarded on March 19, 2013.

2. Represents shares sold to satisfy withholding tax requirements, pursuant to a Rule 10b5-1 trading plan.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.22 to $6.71, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Security and Exchange Commission, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote.

4. Each performance stock unit represents a right to receive one share of ARIAD common stock.

5. The performance stock units vest as to 50% of the award on 9/24/2015 and 50% of the award on 9/24/2016.

Remarks:

The purpose of this amendment is to correct the Amount of Securities Beneficially Owned in Table 1.

	/s/Edward M. Fitzgerald, Attorney-in-Fact	09/30/2015
	** 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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