SEC Form 4 · accession 0001127602-15-012132

ALLERGAN INC · AGN

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

Reporting owner

Douglas S Ingram

Officer — President

Period of report

Mar 17, 2015

Accepted (ET)

Mar 19, 2015 · 7:43 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 25, 2015	G	13,044	$0.00	D	10,772	I	By Ingram Family Trust
Common Stock^F1	Mar 17, 2015	A	16,911	$0.00	A	16,911	D
Common Stock^F2	Mar 17, 2015	D	16,911	—	D	0	D
Common Stock^F2	Mar 17, 2015	D	10,772	—	D	0	I	By Ingram Family Trust
Common Stock^F2	Mar 17, 2015	D	2,677	—	D	0	I	By 401(k) Trust
Common Stock^F2	Mar 17, 2015	D	3,616	—	D	0	I	By Esop Trust

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	$64.47	Mar 10, 2015	G	105,500	D	—	Feb 14, 2018	Common Stock	105,500	0	D
Employee Stock Option (Right to Buy)^F3	$64.47	Mar 10, 2015	G	105,500	A	—	Feb 14, 2018	Common Stock	105,500	105,500	I
Employee Stock Option (Right to Buy)^F4	$75.58	Mar 10, 2015	G	82,000	D	—	Feb 17, 2021	Common Stock	82,000	0	D
Employee Stock Option (Right to Buy)^F4	$75.58	Mar 10, 2015	G	82,000	A	—	Feb 17, 2021	Common Stock	82,000	82,000	I
Employee Stock Option (Right to Buy)^F5	$58.55	Mar 10, 2015	G	89,200	D	—	Feb 2, 2017	Common Stock	89,200	0	D
Employee Stock Option (Right to Buy)^F5	$58.55	Mar 10, 2015	G	89,200	A	—	Feb 2, 2017	Common Stock	89,200	89,200	I
Employee Stock Option (Right to Buy)^F6	$40.16	Mar 10, 2015	G	130,400	D	—	Feb 20, 2019	Common Stock	130,400	0	D
Employee Stock Option (Right to Buy)^F6	$40.16	Mar 10, 2015	G	130,400	A	—	Feb 20, 2019	Common Stock	130,400	130,400	I
Employee Stock Option (Right to Buy)^F7	$59.13	Mar 10, 2015	G	92,600	D	—	Feb 22, 2020	Common Stock	92,600	0	D
Employee Stock Option (Right to Buy)^F7	$59.13	Mar 10, 2015	G	92,600	A	—	Feb 22, 2020	Common Stock	92,600	92,600	I
Employee Stock Option (Right to Buy)^F8	$87.91	Mar 10, 2015	G	67,000	D	—	Feb 17, 2022	Common Stock	67,000	0	D
Employee Stock Option (Right to Buy)^F8	$87.91	Mar 10, 2015	G	67,000	A	—	Feb 17, 2022	Common Stock	67,000	67,000	I
Employee Stock Option (Right to Buy)^F9	$105.87	Mar 10, 2015	G	60,000	D	—	Feb 21, 2023	Common Stock	60,000	0	D
Employee Stock Option (Right to Buy)^F9	$105.87	Mar 10, 2015	G	60,000	A	—	Feb 21, 2023	Common Stock	60,000	60,000	I
Employee Stock Option (Right to Buy)^F10	$58.55	Mar 17, 2015	D	89,200	D	—	Feb 2, 2017	Common Stock	89,200	0	I
Employee Stock Option (Right to Buy)^F10	$64.47	Mar 17, 2015	D	105,500	D	—	Feb 14, 2018	Common Stock	105,500	0	I
Employee Stock Option (Right to Buy)^F10	$40.16	Mar 17, 2015	D	130,400	D	—	Feb 20, 2019	Common Stock	130,400	0	I
Employee Stock Option (Right to Buy)^F10	$59.13	Mar 17, 2015	D	92,600	D	—	Feb 22, 2020	Common Stock	92,600	0	I
Employee Stock Option (Right to Buy)^F10	$75.58	Mar 17, 2015	D	82,000	D	—	Feb 17, 2021	Common Stock	82,000	0	I
Employee Stock Option (Right to Buy)^F10	$87.91	Mar 17, 2015	D	67,000	D	—	Feb 17, 2022	Common Stock	67,000	0	I
Employee Stock Option (Right to Buy)^F10	$105.87	Mar 17, 2015	D	60,000	D	—	Feb 21, 2023	Common Stock	60,000	0	I
Restricted Stock Units^F11	—	Mar 17, 2015	D	419	D	—	—	Common Stock	419	0	D
Employee Stock Option (Right to Buy)^F10	$125.07	Mar 17, 2015	D	70,431	D	—	Feb 21, 2024	Common Stock	70,431	0	I

Explanation of responses

F1Represents 16,907 performance-based restricted stock units granted on October 29, 2014 and 4.004 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).
F10Each 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.
F11The 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.
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 becomes exercisable in four equal annual installments beginning February 14, 2009.
F4The option becomes exercisable in four equal annual installments beginning February 17, 2012.
F5The option becomes exercisable in four equal annual installments beginning February 2, 2008.
F6The option became exercisable in four equal annual installments beginning February 20, 2010.
F7The option becomes exercisable in four equal annual installments beginning February 22, 2011.
F8The option becomes exercisable in four equal annual installments beginning February 17, 2013.
F9The option becomes exercisable in four equal annual installments beginning February 21, 2015.