SEC Form 4 · accession 0001140361-15-014291
SALIX PHARMACEUTICALS LTD · SLXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William P Keane
Director
Period of report
Apr 1, 2015
Accepted (ET)
Apr 3, 2015 · 11:40 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001009356
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Apr 1, 2015 | U | 32,790 | $173.00 | D | 0 | D | |
| Common Stock | Apr 1, 2015 | D | 6,370 | $173.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to Buy Common StockF4,F3 | $17.63 | Apr 1, 2015 | D | 15,000 | D | — | Jun 9, 2015 | Common Stock | 15,000 | 0 | D |
Explanation of responses
- F1Shares tendered for an offer price of $173.00 per share in cash, subject to any applicable withholding taxes, pursuant to the tender offer consummated on April 1, 2015 pursuant to the terms of the Agreement and Plan of Merger, dated as of February 20, 2015 (as amended, the "Merger Agreement"), by and among the Issuer, Valeant Pharmaceuticals International ("VPI"), a Delaware corporation and a wholly owned subsidiary of Valeant, Sun Merger Sub, Inc. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of VPI, and solely for purposes of guaranteeing VPI's and Merger Sub's obligations under the Merger Agreement, Valeant Pharmaceuticals International, Inc. ("Valeant"), a British Columbia corporation.
- F2Pursuant to the terms of the Merger Agreement, on April 1, 2015, each share of the Issuer's restricted stock issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) was converted into the right to receive $173.00 per share in cash, subject to any applicable withholding taxes.
- F3Options are 100% vested.
- F4Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time (as defined in the Merger Agreement), each unexpired and unexercised option to purchase the Issuer's common stock, whether or not then exercisable or vested, was cancelled and, in exchange therefor, each option holder became entitled to receive a cash payment equal to the product of (i) the total number of shares previously subject to such option and (ii) the excess of the merger consideration ($173.00 per share) over the exercise price of the option.