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Form 4 ARENA PHARMACEUTICALS For: Mar 16 Filed by: Stelzer Laurie

April 2, 2021 8:11 PM EDT
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 *
Stelzer Laurie

(Last) (First) (Middle)
C/O ARENA PHARMACEUTICALS, INC.
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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2021
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 03/16/2021   M   12,600 (1) A $ 0 19,260 D  
Common Stock 03/16/2021   F   4,356 (2) D $ 76.1 14,904 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 Restricted Stock Unit (1) 03/16/2021   M     12,600 (1)   (1) 01/03/2022 Common Stock 12,600 (3) $ 0 0 (1) D  
Explanation of Responses:
1. On March 16, 2020, the Reporting Person was granted 6,300 target Performance Restricted Stock Units ("2020 PRSUs"). The 2020 PRSUs represented a contingent right to receive a number of shares of Arena's common stock equal to 0%, 100%, or 200% of the target amount. Such common shares would vest, if at all, upon Arena's common stock reaching certain Nasdaq "Closing Price" thresholds during the performance period from the grant date through Jan. 3, 2022 (the "Performance Period") and satisfaction of a subsequent continuing service requirement. The 2020 PRSUs also contained a 1-year minimum vesting period. The Closing Price targets were met during 2020 and the continuing service requirements were subsequently satisfied. Therefore, upon the conclusion of the 1-year minimum vesting period, all shares shares issuable pursuant to the 2020 PRSUs (200% of the target amount) vested and released as reported herein.
2. Represents the number of shares withheld by, and surrendered to, Arena relating to tax withholding in connection with the issuance of shares under the 2020 PRSUs.
3. The amount reported in Column 7 of Table II represents the common shares that vested. The 2020 PRSUs have now fully vested and no common shares remain issuable thereunder.
/s/ Andrew J. Cronauer, as Attorney-in-Fact 04/02/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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