SEC Form 4 · accession 0001209191-15-007706
AUXILIUM PHARMACEUTICALS INC · AUXL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul A Friedman
Director
Period of report
Jan 29, 2015
Accepted (ET)
Jan 30, 2015 · 9:30 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001182129
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 29, 2015 | J | 5,361 | $0.00 | D | 5,000 | D | |
| Common Stock | Jan 29, 2015 | J | 5,000 | $36.53 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonqualified Stock Option (Right to Buy)F3 | $29.72 | Jan 29, 2015 | J | 15,000 | D | Jun 16, 2011 | Jun 2, 2020 | Common Stock | 15,000 | 0 | D |
| Nonqualified Stock Option (Right to Buy)F3 | $24.62 | Jan 29, 2015 | J | 5,000 | D | May 1, 2013 | Jun 20, 2022 | Common Stock | 5,000 | 0 | D |
| Nonqualified Stock Option (Right to Buy)F3 | $20.44 | Jan 29, 2015 | J | 5,000 | D | May 21, 2015 | May 20, 2024 | Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1In accordance with the provisions of the Amended and Restated Agreement and Plan of Merger, dated as of November 17, 2014 (the "Merger Agreement"), among Auxilium Pharmaceuticals, Inc., Endo International plc, Endo U.S. Inc., and Avalon Merger Sub Inc., as of the effective time of the closing of the merger on January 29, 2015, these shares were exchanged for consideration comprised of a mix of cash and shares of Endo International plc, as determined pursuant to the Merger Agreement.
- F2In accordance with the provisions of the Amended and Restated Agreement and Plan of Merger, dated as of November 17, 2014 (the "Merger Agreement"), among Auxilium Pharmaceuticals, Inc., Endo International plc, Endo U.S. Inc., and Avalon Merger Sub Inc., as of the effective time of the closing of the merger on January 29, 2015, these unvested shares of restricted stock were cancelled in exchange for a cash payment determined pursuant to the Merger Agreement.
- F3In accordance with the provisions of the Amended and Restated Agreement and Plan of Merger, dated as of November 17, 2014 (the "Merger Agreement"), among Auxilium Pharmaceuticals, Inc., Endo International plc, Endo U.S. Inc., and Avalon Merger Sub Inc., as of the effective time of the closing of the merger on January 29, 2015, these options were cancelled in exchange for a cash payment determined pursuant to the Merger Agreement.