|
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 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Nonemployee Director Stock Option (Right to Buy) | $ 60.6 | 03/17/2015 | D | 11,400 (3) | (4) | 05/01/2017 | Common Stock | 11,400 | $ 0 | 0 | D | ||||
| Nonemployee Director Stock Option (Right to Buy) | $ 54.32 | 03/17/2015 | D | 11,400 | (4) | 05/06/2018 | Common Stock | 11,400 | $ 0 | 0 | D | ||||
| Nonemployee Director Stock Option (Right to Buy) | $ 61.98 | 03/17/2015 | D | 11,400 | (4) | 04/29/2020 | Common Stock | 11,400 | $ 0 | 0 | D | ||||
| Nonemployee Director Stock Option (Right to Buy) | $ 113.55 | 03/17/2015 | D | 5,355 | (4) | 04/30/2023 | Common Stock | 5,355 | $ 0 | 0 | D | ||||
| Nonemployee Director Stock Option (Right to Buy) | $ 166.32 | 03/17/2015 | D | 4,305 | (4) | 05/06/2024 | Common Stock | 4,305 | $ 0 | 0 | D | ||||
| Phantom Stock Units | (1) | 03/17/2015 | D | 21,843.48 | 03/17/2015 | 03/17/2015 | Common Stock | 21,843.48 | (5) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GALLAGHER MICHAEL R 2525 DUPONT DRIVE IRVINE, CA 92612 |
X | |||
| /s/ Matthew J. Maletta, Attorney-in-Fact for Michael R. Gallagher | 03/19/2015 | |
| **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) | Pursuant to that certain Agreement and Plan of Merger dated November 16, 2014, (the "Merger Agreement") by and among the Issuer, Actavis, Plc ("Actavis) and a wholly-owned subsidiary of Actavis, the Issuer became an indirect wholly-owned subsidiary of Actavis upon consummation of the merger (the "Effective Date"). Each share of common stock was disposed of in exchange for $129.22 cash plus 0.3683 of an Actavis ordinary share, having a market value of $307.51 per share on the Effective Date. |
| (2) | The number of shares reported on this line item includes shares acquired pursuant to dividend rights attached to restricted stock units that were previously granted and reported as Table 1, Non-Derivative Securities. |
| (3) | The option was previously reported as covering 5,700 shares at an exercise price of $121.20. The issuer effected a two-for-one stock split on June 22, 2007, which resulted in 11,400 shares held by the reporting person at an exercise price of $60.60. |
| (4) | Each option vested in full on the Effective Date and was cancelled in exchange for a cash payment equal to the number of shares subject to the option immediately prior to the merger, multiplied by the difference between (i) 0.3683 times $294.1509 (which represents the 10-day volume weighted average price of Actavis stock starting on the 11th trading day prior to the closing) plus $129.22 and (ii) the exercise price of the option, subject to the applicable withholding taxes and pursuant to the procedures set forth in the Merger Agreement. |
| (5) | Each phantom stock unit ("PSU") was the economic equivalent of one shares of the Issuer's common stock. Each PSU was assumed by Actavis at the Effective Date and converted into an Actavis PSU representing the number of shares of Issuer common stock underlying the PSU multiplied by the sum of (i) 0.3683 of an Actavis ordinary shares plus (ii) $129.22 in cash divided by $294.1509 (which represents the 10-day volume weighted average price of Actavis stock starting on the 11th date day prior to the closing). |