SEC Form 4 · accession 0001209191-15-047691
PHARMACYCLICS INC · PCYC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Duane Smith
Director
Period of report
May 26, 2015
Accepted (ET)
May 28, 2015 · 6:51 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 | May 26, 2015 | U | 3,000 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $1.92 | May 26, 2015 | D | 2,500 | D | — | Oct 9, 2008 | Common Stock | 2,500 | 0 | D |
| Stock Option (Right to Buy)F2 | $0.81 | May 26, 2015 | D | 55,555 | D | — | Jan 2, 2019 | Common Stock | 55,555 | 0 | D |
| Stock Option (Right to Buy)F2 | $1.24 | May 26, 2015 | D | 18,145 | D | — | Apr 1, 2019 | Common Stock | 18,145 | 0 | D |
| Stock Option (Right to Buy)F2 | $1.31 | May 26, 2015 | D | 18,320 | D | — | Jul 1, 2019 | Common Stock | 18,320 | 0 | D |
| Stock Option (Right to Buy)F2 | $1.94 | May 26, 2015 | D | 11,597 | D | — | Oct 1, 2019 | Common Stock | 11,597 | 0 | D |
Explanation of responses
- F1Price reflects aggregate per share consideration paid pursuant to the Tender Offer.
- F2Pursuant 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.