SEC Form 4 · accession 0000885590-16-000085
Bausch Health Companies Inc. · BHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J. Michael Pearson
Officer — Chief Executive Officer · Director
Period of report
Dec 31, 2015
Accepted (ET)
Jan 5, 2016 · 7:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000885590
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF2,F1,F3,F4 | — | Dec 31, 2015 | F | 14,412 | D | — | — | Common shares, no par value | 465,588 | 465,588 | D |
Explanation of responses
- F1Upon award on August 23, 2011, each of these performance-based Restricted Share Unist ("RSUs") represented a contingent right to receive between zero and four common shares, no par value ("Common Shares"), of Valeant Pharmaceuticals International, Inc. ("Valeant") on February 1, 2019 (or as otherwise required by the applicable award agreement), subject to performance based vesting criteria. See note (3).
- F2This number represents a surrender of shares to which the reporting person is entitled pursuant to vested performance-based RSUs to satisfy certain tax withholding obligations due upon vesting of performance-based RSUs in 2015.
- F3Upon award, the performance-based RSUs were eligible to vest on the achievement of TSR targets ranging from 15% to 60% over a base price of $54.76 (i.e., at 15% each vesting RSU earns one Common Share and at 60% each vesting RSU earns four Common Shares) on each of three measurement dates: 25% would vest on February 2, 2015, 50% on May 2, 2015 and 25% on August 2, 2015, with early vesting possible after the second anniversary of the grant date at higher TSR levels. See note (4).
- F4Represents the maximum number of Common Shares that may be issued under this performance-based RSU award after giving effect to the surrender reported herein. Of that amount, performance-based RSUs have vested in respect of 445,936 Common Shares based on the applicable performance criteria and performance-based RSUs in respect of a further 19,652 Common Shares may still be earned subject to such criteria. See note (3).