Filing Details
- Accession Number:
- 0001127602-14-025958
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2014-08-19 18:04:15
- Reporting Period:
- 2014-08-15
- Filing Date:
- 2014-08-19
- Accepted Time:
- 2014-08-19 18:04:15
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 884731 | Ariad Pharmaceuticals Inc | ARIA | Biological Products, (No Disgnostic Substances) (2836) | 223106987 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1361754 | J Alexander Denner | C/O Sarissa Capital Management Lp 660 Steamboat Road Greenwich CT 06830 | Yes | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2014-08-15 | 615,466 | $5.83 | 7,798,665 | No | 4 | P | Indirect | Sarissa Capital Domestic Fund LP |
| Common Stock | Acquisiton | 2014-08-15 | 234,534 | $5.83 | 5,051,335 | No | 4 | P | Indirect | Sarissa Capital Offshore Master Fund LP |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | P | Indirect | Sarissa Capital Domestic Fund LP |
| No | 4 | P | Indirect | Sarissa Capital Offshore Master Fund LP |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | 3.625% Convertible Notes due 2019 | Acquisiton | 2014-08-18 | 5,340,720 | $5,026,953.00 | 574,127 | $9.30 |
| Common Stock | 3.625% Convertible Notes due 2019 | Acquisiton | 2014-08-18 | 3,459,280 | $3,256,047.00 | 371,873 | $9.30 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 5,340,720 | 2018-12-15 | 2019-06-15 | No | 4 | P | Indirect |
| 3,459,280 | 2018-12-15 | 2019-06-15 | No | 4 | P | Indirect |
Footnotes
- These purchases were made in accordance with the Nomination and Standstill Agreement dated 2/20/2014 between the reporting person, Sarissa Capital Management and affiliated entities, and ARIAD Pharmaceuticals, Inc.
- 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.
- In addition, the notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding December 15, 2018 under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on December 31, 2014 (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the "measurement period") in which the "trading price" (as defined in the indenture governing the notes) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the applicable conversion rate on each such trading day; or (iii) upon the occurrence of certain corporate events as specified in the indenture governing the notes.
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