SEC Form 4 · accession 0001209191-15-028057
Allergan plc · AGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael R Gallagher
Director
Period of report
Mar 17, 2015
Accepted (ET)
Mar 19, 2015 · 8:12 pm EDT
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 | Mar 17, 2015 | A | 1,032 | — | A | 1,032 | D | |
| Ordinary Shares, par value $0.0001F1,F2 | Mar 17, 2015 | A | 10,165 | — | A | 10,165 | I | By Irrevocable Trust |
| Ordinary Shares, par value $0.0001F1,F3 | Mar 17, 2015 | A | 1,767 | — | A | 1,767 | I | By Gallagher Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Share UnitsF5,F4,F6 | — | Mar 17, 2015 | A | 17,641 | A | — | — | Ordinary Shares | 17,641 | 17,641 | D |
Explanation of responses
- F1On March 17, 2015, Actavis plc (the "Issuer") acquired Allergan, Inc. ("Allergan") through a series of merger transactions which resulted in Allergan becoming an indirect wholly-owned subsidiary of the Issuer (the "Merger"). In connection with the Merger, each share of Allergan common stock held by the Reporting Person was exchanged for $129.22 in cash plus 0.3683 of an Actavis ordinary share.
- F2Shares held by the Gallagher 2012 Irrevocable Trust. Reporting Person is not a trustee but retains voting and dispositive power.
- F3Shares held by the Gallagher Family Trust. Reporting Person is trustee of the Gallagher Family Trust.
- F4Converts to Actavis ordinary shares on a 1-for-1 basis.
- F5Phantom Share Units acquired under the Allergan, Inc. Deferred Directors' Fee Program. In connection with the Merger, each Allergan phantom stock unit was converted into a number of Actavis Phantom Share Units equal to the product of (i) the number of shares of Allergan common stock underlying the Allergan phantom stock unit and (ii) 0.8076, rounded up to the nearest whole share if half a share or more or down to the nearest whole share if less than half a share.
- F6Phantom Share Units are to be settled 100% in ordinary shares of the Issuer upon termination of the Reporting Person's service on the Issuer's board of directors.