SEC Form 4/A · accession 0001179110-16-021014
Allergan plc · AGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
William Meury
Officer — EVP & Pres Branded Pharma
Period of report
Jul 1, 2014
Accepted (ET)
Mar 4, 2016 · 2:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001578845
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares, par value $0.0001F1,F2,F3 | Jul 1, 2014 | A | 47,165 | — | A | 47,165 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This amendment is being filed solely to correct an administrative error whereby 32,241 ordinary shares, par value $0.0001 (the "Ordinary Shares"), were inadvertently included in the Reporting Person's Form 4 filed on July 3, 2014 following Allergan plc's (f/k/a Actavis plc) (the "Issuer") acquisition of Forest Laboratories, LLC (f/k/a Forest Laboratories, Inc.).
- F2On July 1, 2014, the Issuer acquired Forest Laboratories, Inc. ("Forest") through a series of merger transactions which resulted in Forest becoming an indirect wholly-owned subsidiary of the Issuer (the "Acquisition"). In connection with the Acquisition, each (i) unvested share of Forest restricted stock (each, a "Forest RSS") was converted into restricted stock units of the Issuer (each, an "Issuer RSU"), (ii) unvested performance share unit ("Forest PSU") was converted into Issuer RSUs assuming satisfaction of target level of performance; and (iii) option to purchase Forest shares (each, a "Forest Option") was exchanged for an option to purchase Issuer Ordinary Shares, in each case at a rate of 0.4723 Issuer Ordinary Shares per corresponding Forest award. Each share of Forest common stock held by the Reporting Person was exchanged for $25.67 in cash plus 0.3326 of an Issuer Ordinary Share, with fractions of an Issuer Ordinary Share being cashed out at $219.00 per share.
- F3Includes 34,429 Actavis RSUs issued upon the conversion of Forest RSS and Forest PSU pursuant to the terms of the Acquisition.