SEC Form 4 · accession 0001209191-17-064760
PharMerica CORP · PMC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Berard Tomassetti
Officer — SVP and CAO
Period of report
Dec 7, 2017
Accepted (ET)
Dec 8, 2017 · 4:59 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, $.01 par valueF1,F2 | Dec 7, 2017 | D | 14,599 | $29.25 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance share unitF2 | $0.00 | Dec 7, 2017 | A | 8,906 | A | — | — | Common Stock, par value $0.01 per share | 8,906 | 8,906 | D |
| Performance share unitF2 | $0.00 | Dec 7, 2017 | D | 8,906 | D | — | — | Common Stock, par value $0.01 per share | 8,906 | 0 | D |
| Employee Stock OptionF4,F3 | $10.84 | Dec 7, 2017 | D | 2,964 | D | — | Mar 25, 2018 | Common Stock, par value $0.01 per share | 2,964 | 0 | D |
Explanation of responses
- 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 Hidings 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 a the surviving entity and a wholly owned subsidiary of Parent.
- F2Pursuant to the terms of the Merger Agreement, as of the Effective Time (i) a portion of the Company's common stock, par value $0.01 per share ("Company Common Stock") owned by the reporting person was converted into shares of Parent common stock, par value $0.01 per share; (ii) the remaining shares of Company Common Stock owned by the reporting person were converted into the right to receive $29.25 in cash without interest (the "Merger Consideration"); and (iii) 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.
- F3The options vested in the following amounts on the following dates: 2,963 options on 03/25/2012, 2,963 options on 03/25/2013, 2,964 options on 03/25/2014 and 2,964 options on 03/25/2015.
- F4Pursuant to the Merger Agreement, at the Effective Time, each outstanding employee option, whether vested or unvested ("Company Stock Option") became fully vested and was converted automatically into the 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 option, multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option.