SEC Form 4 · accession 0001127602-15-012120

ALLERGAN INC · AGN

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

Reporting owner

Scott M Whitcup

Officer — Executive VP, R&D, CSO

Period of report

Mar 17, 2015

Accepted (ET)

Mar 19, 2015 · 7:24 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	Feb 20, 2015	G	9,766	$0.00	D	7,409	D
Common Stock^F1	Mar 17, 2015	A	11,274	$0.00	A	18,683	D
Common Stock^F2	Mar 17, 2015	D	18,683	—	D	0	D
Common Stock^F2	Mar 17, 2015	D	1,739	—	D	0	I	By Esop
Common Stock^F2	Mar 17, 2015	D	1,710	—	D	0	I	By 401(k)

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	$58.55	Mar 17, 2015	D	89,200	D	—	Feb 2, 2017	Common Stock	89,200	D
Employee Stock Option (Right to Buy)^F4	$64.47	Mar 17, 2015	D	105,500	D	—	Feb 14, 2018	Common Stock	105,500	D
Employee Stock Option (Right to Buy)^F4	$40.16	Mar 17, 2015	D	130,400	D	—	Feb 20, 2019	Common Stock	130,400	D
Employee Stock Option (Right to Buy)^F4	$59.13	Mar 17, 2015	D	92,600	D	—	Feb 22, 2020	Common Stock	92,600	D
Employee Stock Option (Right to Buy)^F4	$75.58	Mar 17, 2015	D	120,000	D	—	Feb 17, 2021	Common Stock	120,000	D
Employee Stock Option (Right to Buy)^F4	$105.87	Mar 17, 2015	D	60,000	D	—	Feb 21, 2023	Common Stock	60,000	D
Employee Stock Option (Right to Buy)^F4	$87.91	Mar 17, 2015	D	25,000	D	—	Feb 17, 2022	Common Stock	25,000	D
Employee Stock Option (Right to Buy)^F4	$87.91	Mar 17, 2015	D	67,000	D	—	Feb 17, 2022	Common Stock	67,000	D
Employee Stock Option (Right to Buy)^F4	$125.07	Mar 17, 2015	D	58,815	D	—	Feb 21, 2024	Common Stock	58,815	D

Explanation of responses

F1Represents 11,271 performance-based restricted stock units granted on October 29, 2014 and 2.6690 dividend 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).
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.
F3The option was previously reported as covering 44,600 shares at an exercise price of $117.10. The Issuer effected a two-for-one stock split on June 22, 2007, which resulted in 89,200 shares held by the reporting person at an exercise price of $58.55.
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.