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Sec Form 4 Filing - Nussbaum Ran @ 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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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Nussbaum Ran
2. Issuer Name and Ticker or Trading Symbol
ARQULE INC [ ARQL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ARQULE, INC., ONE WALL STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/16/2020
(Street)
BURLINGTON, MA01803
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
(City)
(State)
(Zip)
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 ) 2,319,920 D $ 20 0 I By Pontifax Fund ( 2 )
Common Stock 01/16/2020 U( 1 ) 4,290,550 D $ 20 0 I By Pontifax Fund ( 3 )
Common Stock 01/16/2020 U( 1 ) 2,088,816 D $ 20 0 I By Pontifax Fund ( 4 )
Common Stock 01/16/2020 U( 1 ) 36,923 D $ 20 0 I By Pontifax Fund ( 5 )
Common Stock 01/16/2020 U( 1 ) 8,611 D $ 20 0 I By Pontifax Fund ( 6 )
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
(MM/DD/YY)
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) $ 1.1 01/16/2020 D 30,000 ( 7 ) 11/08/2027 Common Stock 30,000 ( 7 ) 0 D
Stock Option (Right to Buy) $ 2.48 01/16/2020 D 20,000 ( 7 ) 05/08/2028 Common Stock 20,000 ( 7 ) 0 D
Stock Option (Right to Buy) $ 6.21 01/16/2020 D 40,000 ( 7 ) 05/13/2029 Common Stock 40,000 ( 7 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nussbaum Ran
C/O ARQULE, INC.
ONE WALL STREET
BURLINGTON, MA01803
X
Signatures
/s/ Stephen Migausky by Power of Attorney for Ran Nussbaum 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 )Represents shares of the Issuer held by Pontifax (China) IV, L.P. ("China IV"), a member of the Pontifax Group. Mr. Nussbaum is a Managing Partner of the Pontifax Group. By virtue of this relationship, Mr. Nussbaum may be deemed to share voting and dispositive power with respect to the shares held by China IV. Mr. Nussbaum disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
( 3 )Represents shares of the Issuer held by Pontifax (Israel) IV, L.P. ("Israel IV"), a member of the Pontifax Group. Mr. Nussbaum is a Managing Partner of the Pontifax Group. By virtue of this relationship, Mr. Nussbaum may be deemed to share voting and dispositive power with respect to the shares held by Israel IV. Mr. Nussbaum disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
( 4 )Represents shares of the Issuer held by Pontifax (Cayman) IV, L.P. ("Cayman IV"), a member of the Pontifax Group. Mr. Nussbaum is a Managing Partner of the Pontifax Group. By virtue of this relationship, Mr. Nussbaum may be deemed to share voting and dispositive power with respect to the shares held by Cayman IV. Mr. Nussbaum disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
( 5 )Represents shares of the Issuer held by Pontifax Late stage Fund L.P., a member of the Pontifax Group. Mr. Nussbaum is a Managing Partner of the Pontifax Group. By virtue of this relationship, Mr. Nussbaum may be deemed to share voting and dispositive power with respect to the shares held by Pontifax Late stage Fund L.P. Mr. Nussbaum disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
( 6 )Represents shares of the Issuer held by Pontifax III Management of Fund (2011) Ltd., a member of the Pontifax Group. Mr. Nussbaum is a Managing Partner of the Pontifax Group. By virtue of this relationship, Mr. Nussbaum may be deemed to share voting and dispositive power with respect to the shares held by Pontifax III Management Fund (2011) Ltd. Mr. Nussbaum disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
( 7 )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.
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