SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Aurentz Vincent

(Last) (First) (Middle)
C/O ARENA PHARMACEUTICALS, INC.
6154 NANCY RIDGE DRIVE

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
11/25/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/25/2020 M 9,000(1) A $0.00 9,000 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Performance Restricted Stock Unit (1) 11/25/2020 M 9,000(1) (1) 01/03/2022 Common Stock 9,000(2) $0.00 18,000(1) D
Explanation of Responses:
1. On January 4, 2019, the Reporting Person was granted 18,000 target Performance Restricted Stock Units ("PRSUs"). The PRSUs represented a contingent right to receive a number of shares of Arena's common stock equal to 50%, 100%, or 200% of the target PRSU amount. Such common shares vest, if at all, upon Arena's common stock reaching certain Nasdaq "Closing Price" thresholds during the 3-year performance period from Jan. 4, 2019, through Jan. 3, 2022 (the "Performance Period") and satisfaction of a subsequent continuing service requirement. 9,000 of the shares subject to the PRSUs vested in Oct. 2019 (50% of the target amount). On Nov. 25, 2020, another 9,000 of the shares subject to the PRSUs vested (50% of the target amount). The final Closing Price target has been met and an additional 18,000 shares will be issuable pursuant to the PRSUs (200% of the target amount, less the 100% already vested) if the Reporting Person satisfies the subsequent continuing service requirement.
2. The amount reported in Column 7 of Table II represents the common shares that vested on November 25, 2020. The PRSUs' final Closing Price target has been met and the Reporting Person has a contingent right to receive 18,000 additional common shares if the subsequent continuing service requirement is met.
Remarks:
/s/ Andrew J. Cronauer, as Attorney-in-Fact 11/30/2020
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.