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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 | ||||||||
Nonemployee Director Stock Option (Right to Buy) | $ 166.32 (6) | 05/06/2014 | A | 4,305 | (7) | 05/06/2024 | Common Stock | 4,305 | $ 166.32 | 4,305 | 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 | 05/08/2014 | |
**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) | Represents shares of the Issuer's common stock underlying RSUs awarded to the Reporting Person. The RSUs will vest in full upon the earlier to occur of (i) the first anniversary of the grant date, or (ii) the annual meeting during the calendar year following the grant date of the RSUs at which one or more members of the Issuer's board of directors is standing for re-election, provided the Reporting Person remains in the Issuer's service on such date. The RSUs may vest earlier on an accelerated basis in the event of the Reporting Person's termination of service due to death or disability. |
(2) | The shares of the Issuer's common stock underlying the RSUs will be issued to the Reporting Person no later ten (10) business days following the Reporting Person's retirement as an Allergan, Inc. director. |
(3) | Includes shares acquired pursuant to dividend equivalent rights attached to RSU previously granted to the Reporting Person. |
(4) | Shares held by the Gallagher 2012 Irrevocable Trust. Reporting person is not a trustee but retains voting and dispositive power. |
(5) | Shares held by the Gallagher Family Trust. Reporting Person is trustee of the Gallagher Family Trust. |
(6) | The per share exercise price is the closing price of Allergan's common stock as of the date of grant. |
(7) | Option is fully vested and exercisable upon the earlier to occur (i) the first anniversary of the grant date, or (ii) the first stockholder meeting held in 2015 at which one or more members of the board are standing for re-election. |