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Filing Details

Accession Number:: 0001209191-19-002953
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-01-08 21:04:12
Reporting Period:: 2019-01-04

Accepted Time:: 2019-01-08 21:04:12
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1080709	Arena Pharmaceuticals Inc	ARNA	Pharmaceutical Preparations (2834)	232908305

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1493056	Preston Klassen	C/O Arena Pharmaceuticals, Inc. 6154 Nancy Ridge Drive San Diego CA 92121	Evp And Cmo	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2019-01-07	16,000	$15.10	16,000	No	4	M	Direct
Common Stock	Disposition	2019-01-07	15,600	$41.68	400	No	4	S	Direct
Common Stock	Disposition	2019-01-07	400	$42.32	0	No	4	S	Direct
Common Stock	Acquisiton	2019-01-08	3,000	$15.10	3,000	No	4	M	Direct
Common Stock	Disposition	2019-01-08	3,000	$44.00	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (right to buy)	Acquisiton	2019-01-04	75,000	$0.00	75,000	$40.94
Common Stock	Employee Performance Restricted Stock Unit	Acquisiton	2019-01-04	12,600	$0.00	12,600	$0.00
Common Stock	Employee Stock Option (right to buy)	Disposition	2019-01-07	16,000	$0.00	16,000	$15.10
Common Stock	Employee Stock Option (right to buy)	Disposition	2019-01-08	3,000	$0.00	3,000	$15.10

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
75,000	2026-01-04	No	4	A	Direct
12,600	2022-01-03	No	4	A	Direct
113,350	2024-03-20	No	4	M	Direct
110,350	2024-03-20	No	4	M	Direct

Footnotes

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established by the reporting person.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.10 to $42.01, inclusive. The reporting person undertakes to provide Arena Pharmaceuticals, Inc., any security holder of Arena Pharmaceuticals, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in Footnotes 2 and 3 to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.19 to $42.36, inclusive.
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.
Each Employee Performance Restricted Stock Unit ("PRSU") represents a contingent right to receive shares of Arena's common stock, which shares shall 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 continuing service requirement.
The number of shares that may vest is based on the Closing Price during the Performance Period. If, on 5 consecutive or 10 non-consecutive trading days during the Performance Period, the Closing Price equals or exceeds $60, $67.50 or $75, and the reporting person thereafter satisfies a continuing service requirement, the PRSUs are deemed vested at 50%, 100% or 200%, respectively, of the target amount reported in Column 7 (subject, in the event of a change of control, to additional vesting in circumstances where the per share transaction consideration falls in between the dollar values listed above), and the reporting person will receive at or following the time of vesting a number of shares equal to the achieved percentage multiplied by the total number of PRSUs. For the avoidance of doubt, shares may be issued following achievement of each price threshold, and the maximum number of shares that may be issued pursuant to the PRSUs equals 200% of the number of PRSUs reported in Column 5.
The options vest over four years and are exercisable once vested. 25% vested and became exercisable on March 20, 2018. The remainder of the options vest in thirty-six equal monthly installments (except as otherwise necessary to avoid vesting of a fractional share), with the first installment vesting on April 20, 2018, and the thirty-sixth installment vesting on March 20, 2021.