Statement of Changes in Beneficial Ownership (4)
June 29 2018 - 4:23PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Squarer Ron
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2. Issuer Name
and
Ticker or Trading Symbol
ARRAY BIOPHARMA INC
[
ARRY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO
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(Last)
(First)
(Middle)
C/O ARRAY BIOPHARMA INC., 3200 WALNUT STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/27/2018
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(Street)
BOULDER, CO 80301
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/27/2018
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M
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77881.00
(1)
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A
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$0.00
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289456.00
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D
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Common Stock
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6/27/2018
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F
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34253.00
(2)
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D
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$18.50
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255203.00
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D
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Common Stock
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6/27/2018
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S
(3)
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43628.00
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D
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$17.74
(4)
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211575.00
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D
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Common Stock
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6/27/2018
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M
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140625.00
(1)
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A
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$8.79
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352200.00
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D
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Common Stock
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6/27/2018
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S
(3)
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140625.00
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D
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$18.03
(5)
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211575.00
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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$0.00
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6/27/2018
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M
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77881.00
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(6)
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8/18/2018
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Common Stock
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77881.00
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$0.00
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0.00
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D
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Stock Option (Right to Buy)
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$8.79
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6/27/2018
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M
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140625.00
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(7)
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12/27/2026
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Common Stock
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140625.00
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$0.00
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421875.00
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D
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Explanation of Responses:
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(1)
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Represents shares released on vesting of Restricted Stock Units ("RSUs") granted to the reporting person on August 18, 2014. The grant of these RSUs was previously reported on Table II.
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(2)
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Represents shares withheld to satisfy tax withholding obligations of the reporting person.
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(3)
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These trades were made pursuant to a Rule 10b5-1 trading plan.
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(4)
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The price reported for these shares is the weighted average sale price of transactions made at prices from $17.60 to $17.84. Details of actual prices for shares sold are available from the Issuer upon request.
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(5)
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The price reported for these shares is the weighted average sale price of transactions made at prices from $17.35 to $18.79. Details of actual prices for shares sold are available from the Issuer upon request.
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(6)
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RSUs representing 77,881 shares of common stock vested upon the achievement of a second milestone relating to the return of rights to binimetinib to the Issuer on or prior to the fourth anniversary of the grant date, subject to continued service with the Issuer as of the vesting date.
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(7)
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The options vest in four equal annual installments beginning on December 16, 2017.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Squarer Ron
C/O ARRAY BIOPHARMA INC.
3200 WALNUT STREET
BOULDER, CO 80301
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X
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CEO
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Signatures
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Jason Haddock, attorney-in-fact for Ron Squarer
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6/29/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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