Sec Form 3 Filing - Merck & Co., Inc. @ ARQULE INC - 2019-12-06

FORM 3 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 Merck & Co., Inc. 2. Issuer Name and Ticker or Trading Symbol ARQULE INC [ ARQL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2000 GALLOPING HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/06/2019 (Street) KENILWORTH, NJ07033 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, par value $0.01 0 ( 1 ) ( 2 ) ( 3 ) ( 4 ) I ( 1 ) ( 2 ) ( 3 ) ( 4 ) See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

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 ) ( 2 ) ( 3 ) ( 4 ) ( 1 )( 2 )( 3 )( 4 ) ( 1 )( 2 )( 3 )( 4 ) Common Stock, par value $0.01 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Common Stock Warrants (right to buy) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 1 )( 2 )( 3 )( 4 ) ( 1 )( 2 )( 3 )( 4 ) Common Stock, par value $0.01 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Merck & Co., Inc. 2000 GALLOPING HILL ROAD KENILWORTH, NJ07033 X Merck Sharp & Dohme Corp. ONE MERCK DRIVE WHITEHOUSE STATION, NJ08889 X Signatures /s/ Robert M. Davis Robert M. Davis, as Executive Vice President, Global Services and Chief Financial Officer of Merck & Co., Inc. 12/16/2019 Signature of Reporting Person Date /s/ Sunil A. Patel Sunil A. Patel, as Senior Vice President, Corporate Development of Merck Sharp & Dohme Corp. 12/16/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is being filed solely due to the entry by Merck Sharp & Dohme Corp. ("Parent") and Argon Merger Sub, Inc. ("Purchaser") into Support Agreements (each, a "Support Agreement") with certain stockholders of ArQule, Inc. ("ArQule"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 6, 2019, by and among the Parent, Purchaser and ArQule. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on December 16, 2019 (the "Schedule 13D"). ( 2 )Purchaser is a direct wholly-owned subsidiary of Parent and Parent is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with Parent, the "Reporting Persons"). As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 17,481,903 shares, which represent approximately 12.6% of ArQule's total outstanding shares as of the close of business on December 5, 2019, based on the representations made by ArQule in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). ( 3 )Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3. ( 4 )Generally, upon the exercise of any security convertible or exchangeable for any ArQule common stock by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.

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).

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