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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Options | $ 5.16 | 07/22/2008 | D(1) | 150,000 | (1) | 08/01/2016 | Common Stock | 150,000 | (2) | 0 | D | ||||
Employee Stock Options | $ 5.16 | 07/22/2008 | A | 150,000 | (1) | 02/26/2010 | Common Stock | 150,000 | (2) | 150,000 | D | ||||
Employee Stock Options | $ 6.16 | 07/22/2008 | D(3) | 12,500 | (3) | 01/16/2017 | Common Stock | 12,500 | (2) | 0 | D | ||||
Employee Stock Options | $ 6.16 | 07/22/2008 | A(3) | 12,500 | (3) | 02/26/2010 | Common Stock | 12,500 | (2) | 12,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RULEWSKI NIGEL J C/O ARQULE, INC. 19 PRESIDENTIAL WAY WOBURN, MA 01801 |
Former Chief Medical Officer |
Robert J. Connaughton, Jr. By Power of Attorney for Nigel J. Rulewski | 07/24/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on August 1, 2006 and provides for vesting in four equal installments commencing on August 1, 2007. Pursuant to the Separation Agreement and the General Release, dated July 22, 2008, by and between the Issuer and the Reporting Person ("Separation Agreement"), options for 50,000 shares which were unvested became vested and exercisable on the Reporting Person's termination date. The amendment will extend the post termination expiration date to February 26, 2010. |
(2) | Employee stock option grant. |
(3) | Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on January 16, 2007 and provides for vesting in four equal annual installments commencing on January 17, 2008. The Separation Agreement extends the post termination expiration date to February 26, 2010 for options that were exercisable and vested on the date of termination. As a result of the Reporting Person leaving the employ of the Company, the option grant lapsed as to the remaining 37,500 unvested options. |