4//SEC Filing
HAUGHEY THOMAS 4
Accession 0000878088-12-000057
CIK 0000878088other
Filed
Oct 1, 8:00 PM ET
Accepted
Oct 2, 4:13 PM ET
Size
35.4 KB
Accession
0000878088-12-000057
Insider Transaction Report
Form 4
HAUGHEY THOMAS
EVP, Chief Admin Off, Gen Coun
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2012-09-28−8,673→ 0 totalExercise: $13.06Exp: 2019-01-07→ Common Stock (8,673 underlying) - Disposition to Issuer
Stock Option (right to buy)
2012-09-28$25.73/sh−13,200$339,636→ 0 totalExercise: $24.27Exp: 2017-03-21→ Common Stock (13,200 underlying) - Disposition to Issuer
Stock Option (right to buy)
2012-09-28−25,262→ 0 totalExercise: $27.71Exp: 2020-01-03→ Common Stock (25,262 underlying) - Disposition to Issuer
Stock Option (right to buy)
2012-09-28−50,875→ 0 totalExercise: $32.76Exp: 2022-01-05→ Common Stock (50,875 underlying) - Disposition to Issuer
Common Stock
2012-09-28$50.00/sh−69,648$3,482,400→ 0 total - Disposition to Issuer
Performance Stock Units
2012-09-28$50.00/sh−25,438$1,271,900→ 0 total→ Common Stock (25,438 underlying) - Disposition to Issuer
Stock Option (right to buy)
2012-09-28$7.86/sh−14,951$117,515→ 0 totalExercise: $42.14Exp: 2015-01-05→ Common Stock (14,951 underlying) - Disposition to Issuer
Stock Option (right to buy)
2012-09-28$39.01/sh−34,290$1,337,653→ 0 totalExercise: $10.99Exp: 2018-11-17→ Common Stock (34,290 underlying) - Disposition to Issuer
Common Stock
2012-09-28$50.00/sh−900$45,000→ 0 total(indirect: By Children) - Disposition to Issuer
Restricted Stock Units
2012-09-28$50.00/sh−25,438$1,271,900→ 0 total→ Common Stock (25,438 underlying) - Disposition to Issuer
Stock Option (right to buy)
2012-09-28$16.38/sh−7,496$122,784→ 0 totalExercise: $33.62Exp: 2016-01-08→ Common Stock (7,496 underlying) - Disposition to Issuer
Stock Option (right to buy)
2012-09-28$36.94/sh−44,926$1,659,566→ 8,673 totalExercise: $13.06Exp: 2019-01-07→ Common Stock (53,599 underlying) - Disposition to Issuer
Stock Option (right to buy)
2012-09-28−17,789→ 0 totalExercise: $36.54Exp: 2021-01-05→ Common Stock (17,789 underlying)
Footnotes (9)
- [F1]On Sept 28, 2012, certain affiliates of TPG Capital, L.P.("TPG") acquired the Issuer (the "Merger") pursuant to that certain merger agreement, as of July 14, 2012, by and among the Issuer, Sky Growth Holdings Corporation ("Parent") and Sky Growth Acquisition Corporation ("Merger Sub"). In connection with the Merger, TPG acquired all of the outstanding shares of the Issuer's Common Stock at a price of $50 per share, in cash. In addition, all outstanding deferred unit awards, performance stock units, restricted stock units and options (other than such awards held by certain employees that were exchanged for awards of Parent's stock) were cancelled upon the closing of the Merger in exchange for cash payments at a price of $50 per unit or option share (less the exercise price in the case of options), payable without interest and less any required withholding taxes. This transaction is more fully described in the Issuer's Proxy Statement filed with the SEC on Aug 27, 2012, as amended.
- [F2]The vesting of this performance stock unit (which was to vest upon the achievement of certain predetermined financial, operational and strategic goals over the three year period ending December 31, 2015) was accelerated upon the change of control effective as of the approval of the Merger by the stockholders of the Issuer based on the target number of units awarded. This performance stock unit was cancelled upon the closing of the Merger in exchange for a cash payment of $50.00 per unit.
- [F3]The vesting of this restricted stock unit (which provided for vesting on January 5, 2016) was accelerated upon the change of control effective as of the approval of the Merger by the stockholders of the Issuer. This restricted stock unit was cancelled upon the closing of the Merger in exchange for a cash payment of $50.00 per unit.
- [F4]The options, all of which were exercisable, were cancelled upon the closing of the Merger in exchange for a cash payment equal to the number of shares underlying such options multiplied by the difference between the exercise price of such options and the Merger consideration of $50.00 per share.
- [F5]The vesting of certain of these options was accelerated upon the change of control effective as of the approval of the Merger by the stockholders of the Issuer and these options were cancelled upon the closing of the Merger in exchange for a cash payment equal to the number of shares underlying such options multiplied by the difference between the exercise price of such options and the Merger consideration of $50.00 per share.
- [F6]The vesting of certain of these options was accelerated upon the change of control effective as of the approval of the Merger by the stockholders of the Issuer and these options were exchanged for options to purchase 427,174 shares of Parent's stock at an exercise price of $.25 per share.
- [F7]The vesting of certain of these options was accelerated upon the change of control effective as of the approval of the Merger by the stockholders of the Issuer and these options were exchanged for options to purchase 750,787 shares of Parent's stock at an exercise price of $.25 per share.
- [F8]The vesting of certain of these options was accelerated upon the change of control effective as of the approval of the Merger by the stockholders of the Issuer and these options were exchanged for options to purchase 319,253 shares of Parent's stock at an exercise price of $.25 per share.
- [F9]The vesting of certain of these options was accelerated upon the change of control effective as of the approval of the Merger by the stockholders of the Issuer and these options were exchanged for options to purchase 1,169,447 shares of Parent's stock at an exercise price of $.25 per share.
Documents
Issuer
PAR PHARMACEUTICAL COMPANIES, INC.
CIK 0000878088
Entity typeother
Related Parties
1- filerCIK 0001272247
Filing Metadata
- Form type
- 4
- Filed
- Oct 1, 8:00 PM ET
- Accepted
- Oct 2, 4:13 PM ET
- Size
- 35.4 KB