SEC Form 4 · accession 0001127602-15-012129
ALLERGAN INC · AGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy D Proctor
Director
Period of report
Mar 17, 2015
Accepted (ET)
Mar 19, 2015 · 7:39 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 | M | 1,190 | — | A | 6,797 | D | |
| Common StockF2,F3 | Mar 17, 2015 | D | 6,797 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitsF1 | — | Mar 17, 2015 | M | 1,190 | D | Mar 17, 2015 | Mar 17, 2015 | Common Stock | 1,190 | 0 | D |
Explanation of responses
- F1Each phantom stock unit ("PSU") was the economic equivalent of one share of the Issuer's common stock. Each PSU settled in full on the Effective date (as define below) in connection with the reporting person's termination of service. The amount shown includes shares acquired pursuant to dividend rights attached to each PSU.
- 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 $307.51per share on the Effective Date.
- F3The 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.