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Sec Form 4 Filing - SCHAMBER BLAINE @ ARQULE INC - 2020-01-16

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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).
Washington, D.C. 20549
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person *
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP Finance, CAO
3. Date of Earliest Transaction (MM/DD/YY)
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/16/2020 U( 1 ) 57,774 D $ 20 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (Right to Buy) $ 6.7 01/16/2020 D 5,300 ( 2 ) 01/24/2021 Common Stock 5,300 ( 2 ) 0 D
Stock Option (Right to Buy) $ 7.95 01/16/2020 D 10,000 ( 2 ) 02/01/2022 Common Stock 10,000 ( 2 ) 0 D
Stock Option (Right to Buy) $ 2.51 01/16/2020 D 8,500 ( 2 ) 01/14/2023 Common Stock 8,500 ( 2 ) 0 D
Stock Option (Right to Buy) $ 2.57 01/16/2020 D 15,000 ( 2 ) 01/22/2024 Common Stock 15,000 ( 2 ) 0 D
Stock Option (Right to Buy) $ 1.83 01/16/2020 D 10,000 ( 2 ) 06/22/2025 Common Stock 10,000 ( 2 ) 0 D
Stock Option (Right to Buy) $ 1.79 01/16/2020 D 32,000 ( 2 ) 01/19/2016 Common Stock 32,000 ( 2 ) 0 D
Stock Option (Right to Buy) $ 1.53 01/16/2020 D 15,000 ( 2 ) 01/17/2027 Common Stock 15,000 ( 2 ) 0 D
Stock Option (Right to Buy) $ 1.75 01/16/2020 D 16,600 ( 2 ) 01/16/2028 Common Stock 16,600 ( 2 ) 0 D
Stock Option (Right to Buy) $ 3.68 01/16/2020 D 49,100 ( 2 ) 01/15/2029 Common Stock 49,100 ( 2 ) 0 D
Stock Option (Right to Buy) $ 5.11 01/16/2020 D 20,000 ( 2 ) 04/08/2029 Common Stock 20,000 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VP Finance, CAO
/s/ Stephen Migausky by Power of Attorney for Blaine Schamber 01/16/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 6, 2019, ArQule, Inc. (the "Company") entered into an Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with Merck Sharpe & Dohme Corp. ("MSD") and Argon Merger Sub, Inc., a wholly-owned subsidiary of MSD ("Merger Sub"), pursuant to which MSD acquired the Company by a tender offer for all shares of Company common stock (the "Offer") and a subsequent merger (the "Merger"), each of which became effective on January 16, 2020. Pursuant to the Merger Agreement, (i) Merger Sub purchased all shares of Company common stock that were validly tendered pursuant to the Offer for a cash payment equal to $20.00 per share (the "Offer Price") and (ii) all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were cancelled and converted automatically into the right to receive the Offer Price.
( 2 )Pursuant to the Merger Agreement, immediately prior to the Effective Time, all outstanding Company stock options, to the extent unvested, became fully vested, and at the Effective Time, each outstanding Company stock option was cancelled and converted into the right to receive an amount of cash (subject to any applicable withholding or other taxes required by applicable law) determined by multiplying (i) the number of shares of Company common stock subject to such stock option immediately prior to such cancellation by (ii) the excess, if any, of an amount in cash equal to the Offer Price, without any interest, over the exercise price per share of Company common sotck subject to such stock option, less any applicable tax withholding. Any such option that had an exercise price that equaled or exceeded the Offer Price was cancelled for no consideration.

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.