SEC Form 4 · accession 0001127602-18-011036
Bausch Health Companies Inc. · BHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul Herendeen
Officer — EVP and CFO
Period of report
Mar 7, 2018
Accepted (ET)
Mar 9, 2018 · 8:52 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 | Mar 7, 2018 | A | 59,667 | $0.00 | A | 216,492 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-qualified Stock Options (right To Purchase)F2 | $15.32 | Mar 7, 2018 | A | 177,482 | A | — | Mar 7, 2028 | Common Shares, No Par Value | 177,482 | 177,482 | D |
| Restricted Share UnitsF3 | — | Mar 7, 2018 | A | 79,556 | A | — | Mar 7, 2021 | Common Stock | 79,556 | 79,556 | D |
Explanation of responses
- F1Represents the award of restricted share units ("RSUs") which will vest one-third on each of the first three anniversaries following the date of grant, subject to the reporting person's continued service. Vested RSUs are settled in common shares, no par value ("Common Shares"), of Valeant Pharmaceuticals International, Inc. ("Valeant").
- F2The options vest in equal installments on each of the first three anniversaries of the date of grant.
- F3Represents a grant of performance-based RSUs. The target number of performance-based RSUs granted to the reporting person was 39,778 and the maximum number that can be distributed is 79,556. The performance-based RSUs shall vest and be distributed between 0-200% of target based on Valeant's Total Shareholder Return ("TSR") as measured for the 20 trading days preceding the TSR Measurement Date ("Measurement Date") which is the third anniversary of the grant date (March 7, 2021). If Valeant's TSR for the period between the grant date and the Measurement Date is below the 50th percentile ranking of the TSR for the applicable peer group based on the 20 trading days preceding the Measurement Date, the reporting person will receive no more than the number of Common Shares equal to the target number of performance-based RSUs subject to the award.