SEC Form 4 · accession 0001003642-18-000080
Impax Laboratories, LLC · IPXL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Nestor
Officer — President, Impax Specialty
Period of report
May 4, 2018
Accepted (ET)
May 8, 2018 · 4:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001003642
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 4, 2018 | D | 56,796 | — | D | 0 | D | |
| Restricted Common StockF2 | May 4, 2018 | D | 19,728 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $9.35 | May 4, 2018 | D | 56,232 | D | — | Mar 2, 2027 | Common Stock | 56,232 | 0 | D |
| Stock Option (Right to Buy)F3 | $33.27 | May 4, 2018 | D | 52,801 | D | — | Feb 26, 2026 | Common Stock | 52,801 | 0 | D |
| Stock Option (Right to Buy)F3 | $40.70 | May 4, 2018 | D | 47,500 | D | — | Feb 26, 2025 | Common Stock | 47,500 | 0 | D |
| Stock Option (Right to Buy)F3 | $25.24 | May 4, 2018 | D | 55,000 | D | — | May 14, 2024 | Common Stock | 55,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $17.99 | May 4, 2018 | D | 52,000 | D | — | May 15, 2023 | Common Stock | 52,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $20.90 | May 4, 2018 | D | 32,500 | D | — | May 23, 2022 | Common Stock | 32,500 | 0 | D |
| Stock Option (Right to Buy)F3 | $27.97 | May 4, 2018 | D | 32,500 | D | — | May 11, 2021 | Common Stock | 32,500 | 0 | D |
| Stock Option (Right to Buy)F3 | $20.30 | May 4, 2018 | D | 32,500 | D | — | May 26, 2020 | Common Stock | 32,500 | 0 | D |
| Stock Option (Right to Buy)F3 | $6.55 | May 4, 2018 | D | 16,250 | D | — | May 20, 2019 | Common Stock | 16,250 | 0 | D |
Explanation of responses
- F1Common Stock disposed of pursuant to the terms of the Business Combination Agreement, dated as of October 17, 2017 (the "BCA"), by and among Impax Laboratories, Inc., Atlas Holdings, Inc. ("Holdco"), K2 Merger Sub Corporation and Amneal Pharmaceuticals LLC, as amended by Amendment No. 1, dated as of November 21, 2017, and Amendment No. 2, dated as of December 16, 2017, according to which each share of Common Stock held by the reporting person was converted into the right to receive one share of Class A common stock of Holdco ("Class A Common Stock").
- F2Shares of restricted common stock disposed of pursuant to the terms of the BCA, according to which each share of restricted stock held by the reporting person fully vested and was exchanged for one share of Class A Common Stock. Amount represents net amount of shares exchanged after required tax withholding with respect to such vesting.
- F3Options disposed of pursuant to the terms of the BCA, according to which each Option held by the reporting person fully vested and was exchanged for an option to acquire a number of shares of Class A Common Stock equal to the number of shares of Common Stock subject to such Option in connection with the closing of the transactions contemplated by the BCA, at a per-share exercise price equal to the per-share exercise price of such Option.
Remarks
The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person.