SEC Form 4 · accession 0001209191-15-007711

AUXILIUM PHARMACEUTICALS INC · AUXL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — CEO and President · Director

Period of report

Jan 29, 2015

Accepted (ET)

Jan 30, 2015 · 9:33 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	97,644	$0.00	D	120,134	D
Common Stock	Jan 29, 2015	J	120,134	$36.53	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Nonqualified Employee Stock Option (Right to Buy)^F3	$17.40	Jan 29, 2015	J	510,000	D	Dec 6, 2012	Dec 6, 2021	Common Stock	510,000	D
Nonqualified Employee Stock Option (Right to Buy)^F3	$17.96	Jan 29, 2015	J	129,000	D	Feb 8, 2014	Feb 7, 2023	Common Stock	129,000	D
Nonqualified Employee Stock Option (Right to Buy)^F3	$28.30	Jan 29, 2015	J	156,500	D	Feb 18, 2015	Feb 17, 2024	Common Stock	156,500	D

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 restricted stock units 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.