Sec Form 4 Filing - Sandor Victor @ ARRAY BIOPHARMA INC - 2019-07-30

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 Sandor Victor 2. Issuer Name and Ticker or Trading Symbol ARRAY BIOPHARMA INC [ ARRY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) C/O ARRAY BIOPHARMA INC., 3200 WALNUT STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2019 (Street) BOULDER, CO80301 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 07/30/2019 D( 1 )( 2 ) 209,543 D $ 48 114,821 D Common Stock 07/30/2019 D( 1 )( 2 ) 114,821 D 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 (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) $ 7.3 07/30/2019 D 87,500 ( 4 ) 04/01/2025 Common Stock 87,500 ( 5 ) 0 D Stock Option (Right to Buy) $ 3 07/30/2019 D 187,500 ( 6 ) 04/01/2026 Common Stock 187,500 ( 5 ) 0 D Stock Option (Right to Buy) $ 8.79 07/30/2019 D 270,828 ( 7 ) 12/27/2026 Common Stock 270,828 ( 5 ) 0 D Stock Option (Right to Buy) $ 10.92 07/30/2019 D 289,500 ( 8 ) 12/16/2027 Common Stock 289,500 ( 5 ) 0 D Stock Option (Right to Buy) $ 15.97 07/30/2019 D 289,500 ( 9 ) 12/16/2028 Common Stock 289,500 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sandor Victor C/O ARRAY BIOPHARMA INC. 3200 WALNUT STREET BOULDER, CO80301 Chief Medical Officer Signatures /s/ Jason Haddock, attorney-in-fact 07/30/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 14, 2019, Array BioPharma Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Pfizer Inc. ("Pfizer") and Arlington Acquisition Sub Inc., a wholly owned subsidiary of Pfizer ("Purchaser"). Pursuant to the terms of the Merger Agreement, each share of Company common stock held by the Reporting Person was cancelled and converted into the right to receive an amount in cash equal to $48.00, without interest and subject to any required withholding of taxes. ( 2 )On July 30, 2019, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation and becoming a wholly-owned subsidiary of Pfizer. Pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $48.00, without interest and subject to any required withholding of taxes. ( 3 )Represents shares of Company common stock underlying each restricted stock unit (a "Company RSU") held by the Reporting Person, whether or not vested. Pursuant to the terms of the Merger Agreement, each Company RSU held by the Reporting Person was converted into the right to receive an amount in cash equal to the product of (i) $48.00 and (ii) the number of shares of Company common stock subject to such Company RSU. ( 4 )The option provided for vesting in four equal annual installments beginning on April 1, 2016. ( 5 )Represents shares of Company common stock underlying compensatory options to purchase shares of Company common stock, whether or not vested and which have a per share exercise price that is less than $48.00 (each, an "In the Money Option"). Pursuant to the terms of the Merger Agreement, each In the Money Option held by the Reporting Person was cancelled and converted into the right to a cash payment equal to (i) the excess, if any, of (A) $48.00 over (B) the exercise price payable per share of Company common stock under such In the Money Option, multiplied by (ii) the total number of shares of Company common stock subject to such In the Money Option. ( 6 )The option provided for vesting in four equal annual installments beginning on April 1, 2017. ( 7 )The option provided for vesting in four equal annual installments beginning on December 26, 2017. ( 8 )The option provided for vesting in four equal annual installments beginning on December 16, 2018. ( 9 )The option provided for vesting in four equal annual installments beginning on December 16, 2019.

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