Sec Form 4 Filing - Aurentz Vincent @ ARENA PHARMACEUTICALS INC - 2021-03-01

Insider filing report for Changes in Beneficial Ownership
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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
Aurentz Vincent
2. Issuer Name and Ticker or Trading Symbol
ARENA PHARMACEUTICALS INC [ ARNA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive VP and CBO
(Last) (First) (Middle)
C/O ARENA PHARMACEUTICALS, INC., 6154 NANCY RIDGE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2021
(Street)
SAN DIEGO, CA92121
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 03/01/2021 A 6,660 ( 1 ) A $ 0 33,660 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
(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
Employee Stock Option (right to buy) $ 80.08 03/01/2021 A 38,850 ( 2 ) 03/01/2028 Common Stock 38,850 $ 0 38,850 D
Employee Performance Restricted Stock Unit ( 3 ) 03/01/2021 A 15,200 ( 4 ) ( 4 ) 02/29/2024 Common Stock 15,200 ( 4 ) $ 0 15,200 ( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Aurentz Vincent
C/O ARENA PHARMACEUTICALS, INC.
6154 NANCY RIDGE DRIVE
SAN DIEGO, CA92121
Executive VP and CBO
Signatures
/s/ Andrew J. Cronauer, as Attorney-in-Fact 03/03/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The amount represents restricted stock units that vest over four years, with 25% of the shares underlying the restricted stock units vesting on May 15, 2022, and the remainder vesting quarterly over the following three years in equal installments (except as otherwise necessary to avoid vesting of a fractional share), with such quarterly vesting dates occurring on the 15th of August, November, February, and May. The shares underlying the restricted stock units will be issued upon vesting and release of the restricted stock units.
( 2 )The options vest over four years, with 25% of the shares subject to the option vesting on March 1, 2022, 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.
( 3 )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 March 1, 2021, through February 29, 2024 (the "Performance Period") and satisfaction of a continuing service requirement. The reporting person was granted a "target" number of PRSUs equal to 50% of the number reported in Column 5. This Form 4 reports the "maximum" number of PRSUs, which equals 200% of "target" PRSUs, in order to reflect the maximum number of common shares issuable to the reporting person pursuant to the PRSUs.
( 4 )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 $120, $130 or $145, and the reporting person thereafter satisfies a continuing service requirement, the PRSUs are deemed vested at 25%, 50% or 100%, respectively, of the maximum 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 (less any shares previously vested). For the avoidance of doubt, shares may be issued following achievement of each price threshold, and Column 7 reports the maximum number of shares that may be issued pursuant to the PRSUs.

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