SEC Form 4 · accession 0001127602-15-012133

ALLERGAN INC · AGN

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

Reporting owner

David E I Pyott

Officer — Chairman of the Board and CEO · Director

Period of report

Mar 17, 2015

Accepted (ET)

Mar 19, 2015 · 7:45 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 12, 2015	G	114,548	$0.00	D	114,548	I	By D & J Pyott Living Trust
Common Stock^F1,F2,F3	Mar 17, 2015	D	165,658	—	D	0	D
Common Stock^F1	Mar 17, 2015	D	2,180	—	D	0	I	By 401(k) Trust
Common Stock^F1	Mar 17, 2015	D	2,897	—	D	0	I	By Esop Trust
Common Stock^F1	Mar 17, 2015	D	114,548	—	D	0	I	By D & J Pyott Living Trust

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)^F4,F5	$58.55	Mar 17, 2015	D	386,800	D	—	Feb 2, 2017	Common Stock	386,800	I
Employee Stock Option (Right to Buy)^F1,F5	$64.47	Mar 17, 2015	D	410,000	D	—	Feb 14, 2018	Common Stock	410,000	I
Employee Stock Option (Right to Buy)^F1,F5	$75.58	Mar 17, 2015	D	375,000	D	—	Feb 17, 2021	Common Stock	375,000	I
Employee Stock Option (Right to Buy)^F1,F5	$87.91	Mar 17, 2015	D	312,000	D	—	Feb 17, 2022	Common Stock	312,000	I
Employee Stock Option (Right to Buy)^F1,F5	$40.16	Mar 17, 2015	D	533,000	D	—	Feb 20, 2019	Common Stock	533,000	I
Employee Stock Option (Right to Buy)^F1,F5	$105.87	Mar 17, 2015	D	303,000	D	—	Feb 21, 2023	Common Stock	303,000	I
Employee Stock Option (Right to Buy)^F1,F5	$59.13	Mar 17, 2015	D	422,400	D	—	Feb 22, 2020	Common Stock	422,400	I
Employee Stock Option (Right to Buy)^F1,F5	$125.07	Mar 17, 2015	D	257,756	D	—	Feb 21, 2024	Common Stock	257,756	I

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.
F2Includes 165,000 performance-based restricted stock units ("RSUs") previously reported on Form 4 filed on February 22, 2012. The RSUs vested in full on the Effective date pursuant to the terms of the Merger Agreement.
F3Includes shares acquired under the Allergan, Inc. Dividend Reinvestment Plan.
F4The option was previously reported as covering 193,400 shares at an exercise price of $117.10. The shares reported herein reflect a two-for-one stock split effected by the Issuer on June 22, 2007.
F5Each 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.