SEC Form 4 · accession 0001127602-15-012118

ALLERGAN INC · AGN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Scott D Sherman

Officer — Executive Vice President, HR

Period of report

Mar 17, 2015

Accepted (ET)

Mar 19, 2015 · 7:15 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000850693

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Mar 17, 2015	D	1,644	—	D	0	I	By 401(k)
Common Stock^F1	Mar 17, 2015	D	4,045	—	D	0	I	By Family Revocable Trust
Common Stock^F2	Mar 17, 2015	A	6,342	$0.00	A	6,349	D
Common Stock^F1	Mar 17, 2015	D	6,349	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F3,F4	$73.04	Mar 17, 2015	D	3,000	D	—	Nov 3, 2020	Common Stock	3,000	D
Employee Stock Option (Right to Buy)^F5,F4	$75.58	Mar 17, 2015	D	20,000	D	—	Feb 17, 2021	Common Stock	20,000	D
Employee Stock Option (Right to Buy)^F4	$87.91	Mar 17, 2015	D	35,000	D	—	Feb 17, 2022	Common Stock	35,000	D
Employee Stock Option (Right to Buy)^F4	$105.87	Mar 17, 2015	D	38,000	D	—	Feb 21, 2023	Common Stock	38,000	D
Employee Stock Option (Right to Buy)^F4	$125.07	Mar 17, 2015	D	32,789	D	—	Feb 21, 2024	Common Stock	32,789	D
Restricted Stock Units^F6	—	Mar 17, 2015	D	238	D	—	Feb 20, 2025	Common Stock	238	D

Explanation of responses

F1Pursuant to that certain Agreement and Plan of Merger dated November 16, 2014, (the "Merger Agreement") by and among the Issuer, Actavis, Plc ("Actavis) and a wholly-owned subsidiary of Actavis, the Issuer became an indirect wholly-owned subsidiary of Actavis upon consummation of the merger (the "Effective Date"). Each share of common stock was disposed of in exchange for $129.22 cash plus 0.3683 of an Actavis ordinary share, having a market value of $307.51 per share on the Effective Date.
F2Represents 6,340 performance-based restricted stock units granted on October 29, 2014 and 1.501dividend equivalent rights acquired with respect to each vested restricted stock unit (collectively, the "RSUs"). The RSUs vested in full on the Effective Date pursuant to the terms of the Merger Agreement (each as defined below).
F3The option originally covered 12,000 shares, of which 9,000 shares subject to the option were exercised prior to the Effective Date.
F4Each option vested in full on the Effective Date and was cancelled in exchange for a cash payment equal to the number of shares subject to the option immediately prior to the merger, multiplied by the difference between (i) 0.3683 times $294.1509 (which represents the 10-day volume weighted average price of Actavis stock starting on the 11th trading day prior to the closing) plus $129.22 and (ii) the exercise price of the option, subject to the applicable withholding taxes and pursuant to the procedures set forth in the Merger Agreement.
F5The option originally covered 40,000 shares, of which 20,000 shares subject to the option were exercised prior to the Effective Date.
F6The restricted stock units ("RSUs") vested in full on the Effective Date and each RSU was cancelled in exchange for 0.3683 shares of Actavis stock having a market value of $307.51 per share on the Effective Date, and $129.22 in cash.