SEC Form 4 · accession 0001127602-15-012119
ALLERGAN INC · AGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Arnold A Pinkston
Officer — EVP and General Counsel
Period of report
Mar 17, 2015
Accepted (ET)
Mar 19, 2015 · 7:16 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 StockF1 | Mar 17, 2015 | A | 6,342 | $0.00 | A | 6,342 | D | |
| Common StockF2 | Mar 17, 2015 | D | 6,342 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F3 | $84.40 | Mar 17, 2015 | D | 18,000 | D | — | Oct 28, 2021 | Common Stock | 18,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $87.91 | Mar 17, 2015 | D | 35,000 | D | — | Feb 17, 2022 | Common Stock | 35,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $105.87 | Mar 17, 2015 | D | 38,000 | D | — | Feb 21, 2023 | Common Stock | 38,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $125.07 | Mar 17, 2015 | D | 32,789 | D | — | Feb 21, 2024 | Common Stock | 32,789 | 0 | D |
| Restricted Stock UnitsF4 | $0.00 | Mar 17, 2015 | D | 285 | D | — | Feb 20, 2025 | Common Stock | 285 | 0 | D |
Explanation of responses
- F1Represents 6,340 performance-based restricted stock units granted on October 29, 2014 and 1.501 shares (collectively, the "RSUs") acquired under the dividend equivalent rights provisions of the RSU award agreement. The RSUs vested in full on the Effective Date pursuant to the terms of the Merger Agreement (each as defined below).
- F2Pursuant 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.
- F3Each 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.
- F4The 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.