SEC Form 4 · accession 0001179110-18-002591
Allergan plc · AGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew M Walsh
Officer — EVP, Chief Financial Officer
Period of report
Feb 20, 2018
Accepted (ET)
Feb 22, 2018 · 4:25 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 | Feb 20, 2018 | A | 13,076 | $160.59 | A | 13,076 | D | |
| Ordinary Shares, par value $0.0001F3,F2 | Feb 20, 2018 | A | 9,340 | $160.59 | A | 22,416 | D | |
| Ordinary Shares, par value $0.0001F4,F2 | Feb 21, 2018 | P | 2,000 | $160.94 | A | 24,416 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock UnitF5 | — | Feb 20, 2018 | A | 28,021 | A | — | — | Ordinary Shares | 28,021 | 28,021 | D |
Explanation of responses
- F1The reported securities are restricted share units ("RSUs"), each of which represents a right to receive one ordinary share of Allergan plc. The RSUs were issued pursuant to the provisions of the 2013 Incentive Award Plan of Allergan plc and shall vest 25% on each of February 20, 2019, February 20, 2020, February 20, 2021 and February 20, 2022.
- F2Includes restricted shares issued pursuant to the 2013 Incentive Award Plan of Allergan plc.
- F3The reported securities are RSUs, each of which represents a right to receive one ordinary share of Allergan plc. The RSUs were issued pursuant to the provisions of the 2013 Incentive Award Plan of Allergan plc and shall vest 20% on each of February 20, 2019, February 20, 2020, February 20, 2021, February 20, 2022 and February 20, 2023.
- F4The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $160.80 to $160.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F5Represents performance-based restricted share units ("PSUs") which will vest as to 50% of the total grant on each of December 31, 2020 and December 31, 2021, subject to the achievement by the Issuer of certain performance criteria. Each PSU represents a contingent right to receive a number of ordinary shares equal to the product of the applicable performance multiple and the target number of shares underlying the PSU, as set forth in the award agreement between the Issuer and the Reporting Person.