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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 | ||||||||
Employee Stock Option (Right to Buy) | $ 64.47 | 03/10/2015 | G | V | 105,500 | (3) | 02/14/2018 | Common Stock | 105,500 | $ 0 | 0 | D | |||
Employee Stock Option (Right to Buy) | $ 64.47 | 03/10/2015 | G | V | 105,500 | (3) | 02/14/2018 | Common Stock | 105,500 | $ 0 | 105,500 | I | By Ingram Family Trust | ||
Employee Stock Option (Right to Buy) | $ 75.58 | 03/10/2015 | G | V | 82,000 | (4) | 02/17/2021 | Common Stock | 82,000 | $ 0 | 0 | D | |||
Employee Stock Option (Right to Buy) | $ 75.58 | 03/10/2015 | G | V | 82,000 | (4) | 02/17/2021 | Common Stock | 82,000 | $ 0 | 82,000 | I | By Ingram family Trust | ||
Employee Stock Option (Right to Buy) | $ 58.55 | 03/10/2015 | G | V | 89,200 | (5) | 02/02/2017 | Common Stock | 89,200 | $ 0 | 0 | D | |||
Employee Stock Option (Right to Buy) | $ 58.55 | 03/10/2015 | G | V | 89,200 | (5) | 02/02/2017 | Common Stock | 89,200 | $ 0 | 89,200 | I | By Ingram Family Trust | ||
Employee Stock Option (Right to Buy) | $ 40.16 | 03/10/2015 | G | V | 130,400 | (6) | 02/20/2019 | Common Stock | 130,400 | $ 0 | 0 | D | |||
Employee Stock Option (Right to Buy) | $ 40.16 | 03/10/2015 | G | V | 130,400 | (6) | 02/20/2019 | Common Stock | 130,400 | $ 0 | 130,400 | I | By Ingram family trust | ||
Employee Stock Option (Right to Buy) | $ 59.13 | 03/10/2015 | G | V | 92,600 | (7) | 02/22/2020 | Common Stock | 92,600 | $ 0 | 0 | D | |||
Employee Stock Option (Right to Buy) | $ 59.13 | 03/10/2015 | G | V | 92,600 | (7) | 02/22/2020 | Common Stock | 92,600 | $ 0 | 92,600 | I | By Ingram Family Trust | ||
Employee Stock Option (Right to Buy) | $ 87.91 | 03/10/2015 | G | V | 67,000 | (8) | 02/17/2022 | Common Stock | 67,000 | $ 0 | 0 | D | |||
Employee Stock Option (Right to Buy) | $ 87.91 | 03/10/2015 | G | V | 67,000 | (8) | 02/17/2022 | Common Stock | 67,000 | $ 0 | 67,000 | I | By Ingram Family Trust | ||
Employee Stock Option (Right to Buy) | $ 105.87 | 03/10/2015 | G | V | 60,000 | (9) | 02/21/2023 | Common Stock | 60,000 | $ 0 | 0 | D | |||
Employee Stock Option (Right to Buy) | $ 105.87 | 03/10/2015 | G | V | 60,000 | (9) | 02/21/2023 | Common Stock | 60,000 | $ 0 | 60,000 | I | By Ingram family Trust | ||
Employee Stock Option (Right to Buy) | $ 58.55 | 03/17/2015 | D | 89,200 | (10) | 02/02/2017 | Common Stock | 89,200 | (10) | 0 | I | By Ingram Family Trust | |||
Employee Stock Option (Right to Buy) | $ 64.47 | 03/17/2015 | D | 105,500 | (10) | 02/14/2018 | Common Stock | 105,500 | (10) | 0 | I | By Ingram Family Trust | |||
Employee Stock Option (Right to Buy) | $ 40.16 | 03/17/2015 | D | 130,400 | (10) | 02/20/2019 | Common Stock | 130,400 | (10) | 0 | I | By Ingram family trust | |||
Employee Stock Option (Right to Buy) | $ 59.13 | 03/17/2015 | D | 92,600 | (10) | 02/22/2020 | Common Stock | 92,600 | (10) | 0 | I | By Ingram Family Trust | |||
Employee Stock Option (Right to Buy) | $ 75.58 | 03/17/2015 | D | 82,000 | (10) | 02/17/2021 | Common Stock | 82,000 | (10) | 0 | I | By Ingram family Trust | |||
Employee Stock Option (Right to Buy) | $ 87.91 | 03/17/2015 | D | 67,000 | (10) | 02/17/2022 | Common Stock | 67,000 | (10) | 0 | I | By Ingram Family Trust | |||
Employee Stock Option (Right to Buy) | $ 105.87 | 03/17/2015 | D | 60,000 | (10) | 02/21/2023 | Common Stock | 60,000 | (10) | 0 | I | By Ingram family Trust | |||
Restricted Stock Units | (11) | 03/17/2015 | D | 419 | (11) | (11) | Common Stock | 419 | $ 0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 125.07 | 03/17/2015 | D | 70,431 | (10) | 02/21/2024 | Common Stock | 70,431 | (10) | 0 | I | By Ingram Family Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
INGRAM DOUGLAS S 2525 DUPONT DRIVE IRVINE, CA 92612 |
President |
/s/ Matthew J. Maletta, attorney-in-fact for Douglas S. Ingram | 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) | Represents 16,907 performance-based restricted stock units granted on October 29, 2014 and 4.004 dividend equivalent rights acquired with respect to each vested restricted stock unit (collectively, the "RSUs"). The RSUs vested in full on the Effective Date pursuant to the terms of the Merger Agreement (each as defined below). |
(2) | 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. |
(3) | The option becomes exercisable in four equal annual installments beginning February 14, 2009. |
(4) | The option becomes exercisable in four equal annual installments beginning February 17, 2012. |
(5) | The option becomes exercisable in four equal annual installments beginning February 2, 2008. |
(6) | The option became exercisable in four equal annual installments beginning February 20, 2010. |
(7) | The option becomes exercisable in four equal annual installments beginning February 22, 2011. |
(8) | The option becomes exercisable in four equal annual installments beginning February 17, 2013. |
(9) | The option becomes exercisable in four equal annual installments beginning February 21, 2015. |
(10) | 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. |
(11) | The restricted stock units ("RSUs") vested in full on the Effective Date and each RSU was cancelled in exchange for 0.3683 shares of Actavis stock having a market value of $307.51 per share on the Effective Date, and $129.22 in cash. |