SEC Form 4 · accession 0001209191-15-047677
PHARMACYCLICS INC · PCYC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Manmeet Singh Soni
Officer — Chief Financial Officer
Period of report
May 26, 2015
Accepted (ET)
May 28, 2015 · 6:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000949699
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 26, 2015 | D | 54,000 | $261.25 | D | 873 | D | |
| Common StockF3 | May 26, 2015 | U | 873 | $261.25 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock (Right to Buy)F4 | $61.60 | May 26, 2015 | D | 11,152 | D | — | Oct 26, 2022 | Common Stock | 11,152 | 0 | D |
| Common Stock (Right to Buy)F4 | $70.37 | May 26, 2015 | D | 18,750 | D | — | Feb 12, 2023 | Common Stock | 18,750 | 0 | D |
| Common Stock (Right to Buy)F4 | $106.75 | May 26, 2015 | D | 15,000 | D | — | Aug 16, 2023 | Common Stock | 15,000 | 0 | D |
| Common Stock (Right to Buy)F4 | $138.66 | May 26, 2015 | D | 8,000 | D | — | Feb 28, 2024 | Common Stock | 8,000 | 0 | D |
| Common Stock (Right to Buy)F4 | $102.22 | May 26, 2015 | D | 40,000 | D | — | Apr 2, 2024 | Common Stock | 4,000 | 0 | D |
Explanation of responses
- F1Represents shares issuable pursuant to a Restricted Stock Unit Award that was cancelled in exchange for a cash payment, subject to applicable withholding taxes and pursuant to the procedures terms set forth in the Agreement and Plan of Reorganization (the "Merger Agreement") dated March 4, 2015, by and between the Issuer, AbbVie Inc., a Delaware corporation ("AbbVie"), Oxford Amherst Corporation, a Delaware corporation and a direct wholly owned subsidiary of AbbVie and Oxford Amherst LLC, a Delaware limited liability company and a direct wholly owned subsidiary of AbbVie.
- F2Includes 262 shares acquired under the Pharmacyclics, Inc. Employee Stock Purchase Plan on April 30, 2015.
- F3Price reflects aggregate per share consideration paid pursuant to the Tender Offer.
- F4This option was cancelled pursuant to the terms of the Merger Agreement in exchange for a cash payment equal to the number of shares subject to the option multiplied by the difference between $261.25 and the exercise price of the option, subject to applicable withholding taxes and pursuant to the procedures set forth in the Merger Agreement.