SEC Form 4 · accession 0001209191-15-028063
Allergan plc · AGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philippe Schaison
Officer — See Remarks
Period of report
Mar 17, 2015
Accepted (ET)
Mar 19, 2015 · 8:18 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,F2 | Mar 17, 2015 | A | 4,846 | — | A | 4,846 | D | |
| Ordinary Shares, par value $0.0001F3,F4 | Mar 17, 2015 | A | 357 | — | A | 5,203 | D | |
| Ordinary Shares, par value $0.0001F3,F5 | Mar 17, 2015 | A | 3,187 | — | A | 8,390 | D | |
| Ordinary Shares, par value $0.0001F3,F6,F7 | Mar 17, 2015 | A | 230 | — | A | 8,620 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F8,F9 | $112.20 | Mar 17, 2015 | A | 16,152 | A | — | Oct 31, 2023 | Ordinary Shares | 16,152 | 16,152 | D |
| Stock Option (Right to Buy)F8,F10 | $154.87 | Mar 17, 2015 | A | 16,387 | A | — | Feb 21, 2024 | Ordinary Shares | 16,387 | 16,387 | D |
| Stock Option (Right to Buy)F8,F11 | $289.75 | Mar 17, 2015 | A | 8,149 | A | — | Feb 20, 2025 | Ordinary Shares | 8,149 | 8,149 | D |
| Stock Option (Right to Buy)F12 | $307.51 | Mar 17, 2015 | A | 8,676 | A | — | Mar 17, 2025 | Ordinary Shares | 8,676 | 8,676 | D |
| Performance-Based Restricted Stock UnitF13 | — | Mar 17, 2015 | A | 9,344 | A | — | — | Ordinary Shares | 9,344 | 9,344 | 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 unvested share of Allergan restricted stock (an "Allergan RSA") was assumed and converted by the Issuer into a restricted stock award (an "Actavis RSA") in respect of a number of ordinary shares of the Issuer, par value $0.0001 per share ("Ordinary Shares") equal to the product of (i) the applicable number of shares of Allergan common stock subject to the Allergan RSA 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.
- F10Received in exchange for an Allergan Option in connection with the Merger. Vests in four equal annual installments commencing on the first anniversary of the grant date (February 21, 2014).
- F11Received in exchange for an Allergan Option in connection with the Merger. Vests in four equal annual installments commencing on the first anniversary of the grant date (February 20, 2015).
- F12Vests in five equal annual installments commencing on the first anniversary of the grant date (March 17, 2015).
- F13Represents performance-based restricted share units ("PSUs") which will vest as to one-third of the total grant on each of December 31, 2017, 2018 and 2019, 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.
- F2The Actavis RSAs issued upon the conversion of Allergan RSAs are scheduled to vest on October 31, 2017.
- F3In connection with the Merger, each unvested Allergan restricted stock unit (an "Allergan RSU") was assumed and converted by the Issuer into a restricted stock unit (an "Actavis RSU") in respect of a number of Ordinary Shares equal to the product of (i) the applicable number of shares of Allergan common stock subject to the Allergan RSU 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.
- F4The Actavis RSUs issued upon the conversion of Allergan RSUs are scheduled to vest on February 21, 2018.
- F5The Actavis RSUs issued upon the conversion of Allergan RSUs are scheduled to vest on February 15, 2017.
- F6The Actavis RSUs issued upon the conversion of Allergan RSUs that are scheduled to vest on February 20, 2017.
- F7Includes 4,846 Actavis RSAs and 3,774 Actavis RSUs.
- F8In connection with the Merger, each option to purchase shares of Allergan common stock (an "Allergan Option") was assumed and converted by the Issuer into a stock option to purchase a number of Ordinary Shares (an "Actavis Option") equal to the product of (i) the applicable number of shares of Allergan common stock subject to the Allergan Option and (ii) 0.8076, rounded down to the nearest whole share.
- F9Received in exchange for an Allergan Option in connection with the Merger. Vests in four equal annual installments commencing on the first anniversary of the grant date (October 31, 2013).
Remarks
EVP Actavis, and President, Allergan Medical