SEC Form 4 · accession 0001127602-15-012121

ALLERGAN INC · AGN

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

Reporting owner

James M. Hindman

Officer — EVP, Finance & Bus. Dev., CFO

Period of report

Mar 17, 2015

Accepted (ET)

Mar 19, 2015 · 7:26 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	Mar 16, 2015	G	2,174	$0.00	D	21,047	D
Common Stock^F1	Mar 17, 2015	A	11,274	$0.00	A	32,320	D
Common Stock^F2	Mar 17, 2015	D	32,320	—	D	0	D
Common Stock^F2	Mar 17, 2015	D	6,495	—	D	0	I	By 401(k)
Common Stock^F2	Mar 17, 2015	D	6,045	—	D	0	I	By ESOP

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	$55.98	Mar 17, 2015	D	18,000	D	—	Feb 6, 2016	Common Stock	18,000	D
Employee Stock Option (Right to Buy)^F3	$58.55	Mar 17, 2015	D	19,000	D	—	Feb 2, 2017	Common Stock	19,000	D
Employee Stock Option (Right to Buy)^F3	$64.47	Mar 17, 2015	D	17,600	D	—	Feb 14, 2018	Common Stock	17,600	D
Employee Stock Option (Right to Buy)^F3	$40.16	Mar 17, 2015	D	22,300	D	—	Feb 20, 2019	Common Stock	22,300	D
Employee Stock Option (Right to Buy)^F3	$59.13	Mar 17, 2015	D	18,950	D	—	Feb 22, 2020	Common Stock	18,950	D
Employee Stock Option (Right to Buy)^F3	$75.58	Mar 17, 2015	D	19,000	D	—	Feb 17, 2021	Common Stock	19,000	D
Employee Stock Option (Right to Buy)^F3	$87.91	Mar 17, 2015	D	15,500	D	—	Feb 17, 2022	Common Stock	15,500	D
Employee Stock Option (Right to Buy)^F3	$105.87	Mar 17, 2015	D	14,000	D	—	Feb 21, 2023	Common Stock	14,000	D
Employee Stock Option (Right to Buy)^F3	$105.87	Mar 17, 2015	D	1,000	D	—	Feb 21, 2023	Common Stock	1,000	D
Employee Stock Option (Right to Buy)^F3	$125.07	Mar 17, 2015	D	12,057	D	—	Feb 21, 2024	Common Stock	12,057	D
Restricted Stock Units^F4	—	Mar 17, 2015	D	11,274	D	—	Oct 29, 2024	Common Stock	11,274	D
Restricted Stock Units^F5	—	Mar 17, 2015	D	511	D	—	—	Common Stock	511	D

Explanation of responses

F1Represents 11,271 performance-based restricted stock units granted on October 29, 2014 and 2.699 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.
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.
F4Represents 11,271 restricted stock units and 2.669 dividend equivalent rights acquired with respect to each vested stock units. The restricted stock units ("RSUs") vested in full on the Effective Date and each RSU was cancelled in exchange for 0.3638 shares of Actavis stock having a market value of $307.51 per shares, on the Effective Date, and $129.22 in cash.
F5The 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.