Sec Form 4 Filing - Herron Jennifer Lyn @ ARIAD PHARMACEUTICALS INC - 2017-02-06

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 Herron Jennifer Lyn 2. Issuer Name and Ticker or Trading Symbol ARIAD PHARMACEUTICALS INC [ ARIA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec V.P. Chief Comm'l Officer (Last) (First) (Middle) C/O ARIAD PHARMACEUTICALS, INC., 125 BINNEY STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/06/2017 (Street) CAMBRIDGE, MA02142 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

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 Restricted Stock Units $ 0 02/06/2017 A 5,291 ( 1 ) ( 2 ) Common Stock 5,291 $ 0 5,291 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Herron Jennifer Lyn C/O ARIAD PHARMACEUTICALS, INC. 125 BINNEY STREET CAMBRIDGE, MA02142 Exec V.P. Chief Comm'l Officer Signatures Karen E. Needham, under Power of Attorney dated May 24, 2016 02/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Restricted Stock Units ("RSUs") vest as to approximately one-third of the shares underlying the RSUs on each anniversary of the grant date; provided, however, that, subject to and effective upon the consummation of the transactions contemplated by that certain Agreement and Plan of Merger between ARIAD, Takeda Pharmaceutical Company Limited, and Kiku Merger Co., Inc., dated January 8, 2017, the RSUs shall be converted into the right to receive a cash amount equal to $24.00 for each share of common stock underlying the RSUs, payable in three annual installments on each anniversary of the grant date, subject to the terms of the award. ( 2 )N/A

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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