SEC Form 4 · accession 0001209191-15-047683
PHARMACYCLICS INC · PCYC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Heow Tan
Officer — Chief Quality&Tech Operations
Period of report
May 26, 2015
Accepted (ET)
May 28, 2015 · 6:39 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 | U | 11,721 | $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)F3 | $27.05 | May 26, 2015 | D | 67,912 | D | — | May 7, 2022 | Common Stock | 67,912 | 0 | D |
| Common Stock (Right to Buy)F3 | $61.60 | May 26, 2015 | D | 50,000 | D | — | Oct 26, 2022 | Common Stock | 50,000 | 0 | D |
| Common Stock (Right to Buy)F3 | $102.22 | May 26, 2015 | D | 30,000 | D | — | Apr 2, 2024 | Common Stock | 30,000 | 0 | D |
Explanation of responses
- F1Includes 259 shares acquired under the Pharmacyclics, Inc. Employee Stock Purchase Plan on April 30, 2015.
- F2Price reflects aggregate per share consideration paid pursuant to the Tender Offer.
- F3Pursuant to terms of 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 this option was cancelled 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.