Form Type: 4

SEC EDGAR Link
Accession Number:0001104659-20-004719
Date:2020-01-16
Issuer: ARQULE INC (ARQL)
Original Submission Date:

Reporting Person:

LAWRENCE PETER S
C/O ARQULE, INC.
ONE WALL STREET BURLINGTON, MA 01803

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-01-16 U 314,593 d $20.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 1.16 2020-01-16 deemed execution date D 181,500 (d) 2025-01-20 common stock 181,500 $1.16 0 direct
STOCK OPTION (RIGHT TO BUY) 1.79 2020-01-16 deemed execution date D 240,000 (d) 2026-01-19 common stock 240,000 $1.79 0 direct
STOCK OPTION (RIGHT TO BUY) 1.53 2020-01-16 deemed execution date D 185,000 (d) 2027-01-17 common stock 185,000 $1.53 0 direct
STOCK OPTION (RIGHT TO BUY) 0.95 2020-01-16 deemed execution date D 300,000 (d) 2027-04-04 common stock 300,000 $0.95 0 direct
STOCK OPTION (RIGHT TO BUY) 1.75 2020-01-16 deemed execution date D 124,500 (d) 2028-01-16 common stock 124,500 $1.75 0 direct
STOCK OPTION (RIGHT TO BUY) 2.48 2020-01-16 deemed execution date D 60,000 (d) 2028-05-08 common stock 60,000 $2.48 0 direct
STOCK OPTION (RIGHT TO BUY) 5.48 2020-01-16 deemed execution date D 75,000 (d) 2028-07-23 common stock 75,000 $5.48 0 direct
STOCK OPTION (RIGHT TO BUY) 3.68 2020-01-16 deemed execution date D 368,350 (d) 2029-01-15 common stock 368,350 $3.68 0 direct
STOCK OPTION (RIGHT TO BUY) 6.7 2020-01-16 deemed execution date D 39,925 (d) 2021-01-24 common stock 39,925 $6.70 0 direct
STOCK OPTION (RIGHT TO BUY) 7.95 2020-01-16 deemed execution date D 12,578 (d) 2022-02-01 common stock 12,578 $7.95 0 direct
STOCK OPTION (RIGHT TO BUY) 2.51 2020-01-16 deemed execution date D 30,877 (d) 2023-01-14 common stock 30,877 $2.51 0 direct
STOCK OPTION (RIGHT TO BUY) 2.57 2020-01-16 deemed execution date D 140,500 (d) 2024-01-22 common stock 140,500 $2.57 0 direct
Footnotes
IDfootnote
f1 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.
f2 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.
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