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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 | ||||||||
Stock Option (right to buy) | $ 23.73 | 12/29/2008 | D | 100,000 | (3) | 07/03/2016 | Class A Common Stock | 100,000 | $ 37 | 0 | D | ||||
Stock Option (right to buy) | $ 23.96 | 12/29/2008 | D | 99,500 | (3) | 03/28/2017 | Class A Common Stock | 99,500 | $ 37 | 0 | D | ||||
Stock Option (right to buy) | $ 24.46 | 12/29/2008 | D | 184,713 | (3) | 02/22/2018 | Class A Common Stock | 184,713 | $ 37 | 0 | D | ||||
Restricted Stock Units | (4) | 12/29/2008 | D | 23,056 | (5) | (5) | Class A Common Stock | 23,056 | $ 37 | 0 | D | ||||
Restricted Stock | $ 37 | 12/29/2008 | D | 89,806 | (6) | (6) | Class A Common Stock | 89,806 | $ 37 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MITCHELL DEAN J C/O ALPHARMA INC. 440 ROUTE 22 EAST BRIDGEWATER, NJ 08807 |
X | President and CEO |
/s/ Karen M. Sheehan, signing pursuant to Power of Attorney granted by Dean J. Mitchell | 12/31/2008 | |
**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) | Tendered to Albert Acquisition Corp ("Purchaser") pursuant to Purchaser's offer to purchase all of the issued and outstanding shares of Class A Common Stock at a purchase price of $37.00 per share, net to the seller in cash, without interest and subject to any required withholding of taxes, subject to the terms described in the Tender Offer Statement on Schedule TO filed by Purchaser with the SEC on September 12, 2008, as amended. |
(2) | Canceled pursuant to the Agreement and Plan of Merger, dated November 23, 2008, among Alpharma Inc., King Pharmaceuticals, Inc. and Albert Acquisition Corp. (the "Merger Agreement"), in exchange for the right to receive cash payment of $37.00 per share, without interest and subject to any required withholding of taxes, at the effective time of the merger. |
(3) | These options, which provided for vesting at a rate of 25% on each of the four anniversary dates immediately following the date of grant, subject to the forfeiture and acceleration provisions in the award agreement, whether or not vested, were fully vested and canceled pursuant to the Merger Agreement in exchange for the right to receive cash payment for each such option of the excess of $37.00 per option, without interest, and subject to any required withholding of taxes, over the per share exercise price of such option, at the effective time of the merger. |
(4) | Each restricted stock unit ("RSU") represents a right to receive one share of Class A Common Stock of Alpharma Inc. |
(5) | The RSUs, which provided for vesting on the third anniversary of the grant date, provided that each individual is employed by Alpharma Inc. on such date, whether or not vested, were fully vested and canceled pursuant to the Merger Agreement in exchange for the right to receive cash payment for each RSU of $37.00, without interest and subject to any required withholding of taxes, at the effective time of the merger. |
(6) | The restricted stock, which provided for vesting on the third anniversary date of the grant, subject to the forfeiture and acceleration provisions in the award agreement, whether or not vested, were fully vested and canceled pursuant to the Merger Agreement in exchange for the right to receive cash payment for each restricted stock of $37.00, without interest and subject to any required withholding of taxes, at the effective time of the merger. |