SEC Form 4 · accession 0000899243-16-035402
Bausch Health Companies Inc. · BHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 12, 2016
Accepted (ET)
Dec 13, 2016 · 4:14 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000885590
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, no par valueF1,F2,F3,F4 | Dec 12, 2016 | S | 3,476,690 | $14.85 | D | 18,114,432 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Option (put equivalent position)F5,F1,F2,F3,F4 | $165.00 | Dec 12, 2016 | P | 9,120,000 | A | — | Jan 20, 2017 | Common Stock | 9,120,000 | 0 | I |
Explanation of responses
- F1In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Pershing Square and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities").
- F2Pershing Square advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PS International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and PS International, the "Pershing Square Funds").
- F3Pershing Square, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Pershing Square, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square and managing member of PS Management, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
- F4William A. Ackman and Stephen Fraidin, each a member of the board of directors of the Issuer, were elected to the board as representatives of the Reporting Persons, the Pershing Square Funds and Pershing Square GP, LLC. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.
- F5The Reporting Persons for the accounts of the Pershing Square Funds unwound (through a purchase to close transaction) over-the-counter European-style call options referencing a total of 9,120,000 shares of the Issuer's common stock which had an expiration date of January 20, 2017.