SEC Form 4 · accession 0001209191-17-064757

PharMerica CORP · PMC

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

Reporting owner

Officer — CFO

Period of report

Dec 7, 2017

Accepted (ET)

Dec 8, 2017 · 4:58 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001388195

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, $0.01 par value^F1,F2	Dec 7, 2017	D	28,226	$29.25	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance share unit^F2	$0.00	Dec 7, 2017	A	28,226	A	—	—	Common Stock, par value $0.01	28,226	28,226	D
Performance share unit^F2	$0.00	Dec 7, 2017	D	28,226	D	—	—	Common Stock, par value $0.01	28,226	0	D

F1Pursuant to the terms of the Agreement and Plan of Merger, dated as of August 1, 2017 (the "Merger Agreement"), by and among PharMerica Corporation (the "Company"), Phoenix Parent Holdings Inc., a Delaware corporation ("Parent"), and Phoenix Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, at the effective time ("Effective Time") of the merger, Merger Sub will merge with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of Parent.
F2Pursuant to the terms of the Merger Agreement, as of the Effective Time (i) each share of the Company's common stock, par value $0.01 per share ("Company Common Stock") owned by the reporting person was converted into the right to receive $29.25 in cash without interest (the "Merger Consideration") and (ii) each outstanding restricted stock unit granted by the Company was converted automatically into a right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such unit, such number of shares based on target performance in the case of performance stock units, multiplied by (y) the Merger Consideration.