|
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 | ||||||||
| Employee Stock Option (Right to Buy) | $ 8.99 | 02/26/2009 | D(6) | 240,000 | 07/29/2006 | 07/29/2012 | Common Stock | 240,000 | $ 0 | 0 | I | by family trust | |||
| Employee Stock Option (Right to Buy) | $ 13.85 | 02/26/2009 | D(7) | 120,000 | 04/29/2007 | 04/29/2013 | Common Stock | 120,000 | $ 0 | 0 | I | by family trust | |||
| Employee Stock Option (Right to Buy) | $ 33.72 | 02/26/2009 | D(8) | 200,000 | 05/20/2008 | 05/20/2014 | Common Stock | 200,000 | $ 0 | 0 | I | by family trust | |||
| Employee Stock Option (Right to Buy) | $ 38.2 | 02/26/2009 | D(9) | 185,000 | 02/25/2009 | 05/26/2015 | Common Stock | 185,000 | $ 0 | 0 | I | by family trust | |||
| Employee Stock Option (Right to Buy) | $ 22.94 | 02/26/2009 | D(10) | 326,200 | 02/25/2009 | 05/29/2018 | Common Stock | 326,200 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MAZZO JAMES V C/O ABBOTT MEDICAL OPTICS INC. 1700 E. ST. ANDREW PLACE SANTA ANA, CA 92705 |
X | Chairman and CEO | ||
| James V. Mazzo, By: Aimee S. Weisner, Attorney in Fact | 02/27/2009 | |
| **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) | These shares were tendered to Rainforest Acquisition Inc. ("Purchaser") pursuant to Purchaser?s offer to purchase all of the outstanding shares of Advanced Medical Optics, Inc. (the "Issuer") at a cash purchase price of $22.00 per share, without interest, and subject to any required withholding taxes, subject to the terms described in the Offer to Purchase, filed with the SEC on January 27, 2009, as amended (the "Tender Offer"). Such shares were purchased by Purchaser pursuant to the Tender Offer on February 25, 2009. |
| (2) | An aggregate of 8690.1096 shares of common stock were acquired through the issuer's Employee Stock Purchase Plan through February 24, 2009. |
| (3) | These shares were canceled pursuant to the Agreement and Plan of Merger, dated January 11, 2009, by and among Abbott Laboratories, Purchaser and the Issuer (the "Merger Agreement"), in exchange for the right to receive cash payment of $22.00 per share in cash (without interest and subject to any required withholding taxes) at the effective time of the merger. |
| (4) | Shares withheld in satisfaction of tax obligations attributable to the lapse of restrictions on stock award or in satisfaction of tax withholding attributable to vesting and settlement of restricted stock units. |
| (5) | The exempt restricted stock units (previously reported on Table II) vested in full and were settled for shares of Issuer Common Stock in accordance with the terms of the applicable equity plan. At the effective time of the merger, such shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive cash payment of $22.00 per share in cash (without interest and subject to any required withholding taxes). |
| (6) | This previously reported exempt stock option, which had vested as to 100% of the underlying shares in accordance with its terms, and which is held in the name of the reporting person's family trust, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 98,470 shares of Abbott Laboratories common stock at an exercise price of $21.92 per share, determined pursuant to a formula set forth in the Merger Agreement. |
| (7) | This previously reported exempt stock option, which had vested as to 100% of the underlying shares in accordance with its terms, and which is held in the name of the reporting person's family trust, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 49,235 shares of Abbott Laboratories common stock at an exercise price of $33.76 per share, determined pursuant to a formula set forth in the Merger Agreement. |
| (8) | This previously reported exempt stock option, which was to have vested ratably over the first four years from the date of grant, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 82,058 shares of Abbott Laboratories common stock at an exercise price of $82.19 per share, determined pursuant to a formula set forth in the Merger Agreement. |
| (9) | This previously reported exempt stock option, which was to have vested ratably over the first four years from the date of grant, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 75,904 shares of Abbott Laboratories common stock at an exercise price of $93.11 per share, determined pursuant to a formula set forth in the Merger Agreement. |
| (10) | This previously reported exempt stock option, which was to have vested ratably over the first four years from the date of grant, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 133,838 shares of Abbott Laboratories common stock at an exercise price of $55.92 per share, determined pursuant to a formula set forth in the Merger Agreement. |