SEC Form 4 · accession 0001140361-15-014295
SALIX PHARMACEUTICALS LTD · SLXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alonzo Thomas D
Officer — Acting President and CEO · Director
Period of report
Apr 1, 2015
Accepted (ET)
Apr 3, 2015 · 11:45 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 | 74,555 | $173.00 | D | 0 | D | |
| Common Stock | Apr 1, 2015 | D | 21,032 | $173.00 | D | 0 | D | |
| Common StockF3 | Apr 1, 2015 | U | 10,450 | $173.00 | D | 0 | I | By Trust |
| Common StockF4 | Apr 1, 2015 | U | 1,080 | $173.00 | D | 0 | I | By Trust |
| Common Stock | Apr 1, 2015 | U | 260 | $173.00 | D | 0 | I | By LP |
| Common Stock | Apr 1, 2015 | U | 6,500 | $173.00 | D | 0 | I | By Wife |
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 StockF6,F5 | $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.
- F3The shares are held by the Thomas W. D'Alonzo Rev Trust U/A DTD 10/24/2001 for which the Reporting Person serves as co-trustee.
- F4The shares are held by the Rachel L. D'Alonzo Rev Trust U/A DTD 10/24/2001 for which the Reporting Person serves as co-trustee.
- F5Options are 100% vested.
- F6Pursuant 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.