ARIAD Pharmaceuticals (ARIA) Form 4 ARIAD PHARMACEUTICALS / ALEXANDER J DENNER 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^*

DENNER ALEXANDER J

(Last) (First) (Middle)

C/O SARISSA CAPITAL MANAGEMENT LP

660 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2017

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	01/31/2017		A(1)		5,508	A	$0	40,673	D
Common Stock	01/31/2017		A(2)		12,500	A	$0	53,173	D
Common Stock								7,798,665	I	Sarissa Capital Domestic Fund LP(3)
Common Stock								5,051,335	I	Sarissa Capital Offshore Master Fund LP(3)

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)	$23.82	01/31/2017		A		25,000		(4)	01/31/2027	Common Stock	25,000	$23.82	25,000	D

Explanation of Responses:

1. Represents shares of restricted stock granted in lieu of the annual cash retainer under our 2014 Long-Term Incentive Plan, as amended, and in accordance with our director compensation policy. The shares are subject to a lapsing right of repurchase by the Company that lapses as to approximately one-fourth of the shares on the last business day of each calendar quarter in 2017, subject to the terms of the award.

2. Represents restricted stock units ("RSUs") granted under our 2014 Long-Term Incentive Plan, as amended, and our director compensation policy. The RSUs vest as to approximately one-fourth of the shares underlying the RSUs on the last business day of each calendar quarter in 2017, subject to the terms of the award.

3. The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

4. The stock options granted under our 2014 Long-Term Incentive Plan, as amended, and in accordance with our director compensation policy vest as to approximately one-fourth of the shares underlying the options on the last business day of each calendar quarter in 2017, subject to the terms of the award.

Remarks:

	/s/ Alexander J. Denner, Ph.D.	02/02/2017
	** 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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