SEC Form 4 · accession 0001127602-15-012124

ALLERGAN INC · AGN

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

Reporting owner

Michael R Gallagher

Director

Period of report

Mar 17, 2015

Accepted (ET)

Mar 19, 2015 · 7:30 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 12, 2015	G	4,000	$0.00	D	4,800	I	By Gallagher Family Trust
Common Stock^F1	Mar 17, 2015	D	27,600	—	D	0	I	By Irrevocable Trust
Common Stock^F1	Mar 17, 2015	D	4,800	—	D	0	I	By Gallagher Family Trust
Common Stock^F1,F2	Mar 17, 2015	D	2,803	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Nonemployee Director Stock Option (Right to Buy)^F3,F4	$60.60	Mar 17, 2015	D	11,400	D	—	May 1, 2017	Common Stock	11,400	D
Nonemployee Director Stock Option (Right to Buy)^F4	$54.32	Mar 17, 2015	D	11,400	D	—	May 6, 2018	Common Stock	11,400	D
Nonemployee Director Stock Option (Right to Buy)^F4	$61.98	Mar 17, 2015	D	11,400	D	—	Apr 29, 2020	Common Stock	11,400	D
Nonemployee Director Stock Option (Right to Buy)^F4	$113.55	Mar 17, 2015	D	5,355	D	—	Apr 30, 2023	Common Stock	5,355	D
Nonemployee Director Stock Option (Right to Buy)^F4	$166.32	Mar 17, 2015	D	4,305	D	—	May 6, 2024	Common Stock	4,305	D
Phantom Stock Units^F5,F1	—	Mar 17, 2015	D	21,843	D	Mar 17, 2015	Mar 17, 2015	Common Stock	21,843	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.
F2The number of shares reported on this line item includes shares acquired pursuant to dividend rights attached to restricted stock units that were previously granted and reported as Table 1, Non-Derivative Securities.
F3The option was previously reported as covering 5,700 shares at an exercise price of $121.20. The issuer effected a two-for-one stock split on June 22, 2007, which resulted in 11,400 shares held by the reporting person at an exercise price of $60.60.
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.
F5Each phantom stock unit ("PSU") was the economic equivalent of one shares of the Issuer's common stock. Each PSU was assumed by Actavis at the Effective Date and converted into an Actavis PSU representing the number of shares of Issuer common stock underlying the PSU multiplied by the sum of (i) 0.3683 of an Actavis ordinary shares plus (ii) $129.22 in cash divided by $294.1509 (which represents the 10-day volume weighted average price of Actavis stock starting on the 11th date day prior to the closing).