Edgar Filing: ARRAY BIOPHARMA INC

Ownership Submission

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 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Squarer Ron

2. Issuer Name and Ticker or Trading Symbol
ARRAY BIOPHARMA INC [ARRY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO

(Last)

(First)

(Middle)

C/O 3200 WALNUT STREET

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2015

(Street)

BOULDER, CO 80301

4. If Amendment, Date Original Filed(Month/Day/Year)
03/04/2015

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 (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								32,541 ⁽¹⁾	D

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽²⁾

03/01/2015

77,881

⁽²⁾

08/18/2018

Common Stock

77,881

$ 0

77,881

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Squarer Ron C/O 3200 WALNUT STREET BOULDER, CO 80301	X		CEO

Signatures

/s/ John R. Moore, under Power of Attorney		03/24/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	This amended Form 4 is filed to correct the Reporting Person's holdings after the transactions reported on the Form 4 filed March 4, 2015. All other data reported was correct. Includes shares purchased pursuant to the Issuer's Employee Stock Purchase Plan as follows: 3,523 shares purchased December 31, 2012, 6,287 shares purchased December 31, 2013 and 5,407 shares purchased December 31, 2014.
(2)	Footnote 4 referenced in line 1 of Table II in Form 4 filed March 4, 2015 by the reporting person is amended in its entirety to read: Restricted Stock Units ("RSUs") were awarded to the reporting person for no additional cash consideration and represent a contingent right to receive one share of Array BioPharma Inc. common stock. RSUs representing 77,881 shares of common stock vested on March 1, 2015 and 77,881 shares remain unvested and subject to 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, in each case subject to continued service with the Issuer as of each vesting date.

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