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SUN PHARMA GLOBAL INC 4

Accession 0000947871-10-000962

CIK 0000906338other
View on SEC.govCompany Profile

Filed

Sep 28, 8:00 PM ET

Accepted

Sep 29, 8:05 AM ET

Size

37.2 KB

Accession

0000947871-10-000962

Insider Transaction Report

Form 4
Period: 2010-09-14
TARO PHARMACEUTICAL INDUSTRIES LTDTAROF
Alkaloida Chemical CO Exclusive Group Ltd.
10% OwnerOther
Transactions
  • Purchase

    Founders Shares

    2010-09-20+2,600→ 2,600 total(indirect: See Footnote)
  • Conversion

    Warrant (right to buy)

    2010-09-24$6.00/sh−3,712,500$22,275,000→ 75,000 total(indirect: Alkaloida Chemical Company Exclusive Group Ltd.)
    Exercise: $6.00From: 2007-08-01Exp: 2010-05-18→ Ordinary Shares (3,712,500 underlying)
  • Conversion

    Warrant (right to buy)

    2010-09-27$6.00/sh−75,000$450,000→ 0 total(indirect: Alkaloida Chemical Company Exclusive Group Ltd.)
    Exercise: $6.00From: 2007-08-01Exp: 2010-05-18→ Ordinary Shares (75,000 underlying)
  • Purchase

    Ordinary Shares

    2010-09-20$7.75/sh+2,405,937$18,646,012→ 7,004,246 total(indirect: See Footnote)
  • Purchase

    Ordinary Shares

    2010-09-14$7.75/sh+29,382$227,711→ 4,598,309 total(indirect: See Footnote)
  • Conversion

    Restricted Shares

    2010-09-27$6.00/sh→ 13,575,000 total(indirect: Alkaloida Chemical Company Exclusive Group Ltd.)
    Exercise: $6.00From: 2007-08-01→ Ordinary Shares (75,000 underlying)
  • Conversion

    Option (right to buy)

    2010-09-20−2,405,937→ 2,333,922 total(indirect: See Footnote)
    → Ordinary Shares
  • Conversion

    Restricted Shares

    2010-09-24$6.00/sh+3,712,500$22,275,000→ 13,500,000 total(indirect: Alkaloida Chemical Company Exclusive Group Ltd.)
    Exercise: $6.00From: 2007-08-01→ Ordinary Shares (3,712,500 underlying)
SUN PHARMACEUTICAL INDUSTRIES LTD
10% OwnerOther
Transactions
  • Purchase

    Ordinary Shares

    2010-09-14$7.75/sh+29,382$227,711→ 4,598,309 total(indirect: See Footnote)
  • Conversion

    Restricted Shares

    2010-09-24$6.00/sh+3,712,500$22,275,000→ 13,500,000 total(indirect: Alkaloida Chemical Company Exclusive Group Ltd.)
    Exercise: $6.00From: 2007-08-01→ Ordinary Shares (3,712,500 underlying)
  • Conversion

    Warrant (right to buy)

    2010-09-24$6.00/sh−3,712,500$22,275,000→ 75,000 total(indirect: Alkaloida Chemical Company Exclusive Group Ltd.)
    Exercise: $6.00From: 2007-08-01Exp: 2010-05-18→ Ordinary Shares (3,712,500 underlying)
  • Conversion

    Option (right to buy)

    2010-09-20−2,405,937→ 2,333,922 total(indirect: See Footnote)
    → Ordinary Shares
  • Conversion

    Restricted Shares

    2010-09-27$6.00/sh→ 13,575,000 total(indirect: Alkaloida Chemical Company Exclusive Group Ltd.)
    Exercise: $6.00From: 2007-08-01→ Ordinary Shares (75,000 underlying)
  • Purchase

    Founders Shares

    2010-09-20+2,600→ 2,600 total(indirect: See Footnote)
  • Conversion

    Warrant (right to buy)

    2010-09-27$6.00/sh−75,000$450,000→ 0 total(indirect: Alkaloida Chemical Company Exclusive Group Ltd.)
    Exercise: $6.00From: 2007-08-01Exp: 2010-05-18→ Ordinary Shares (75,000 underlying)
  • Purchase

    Ordinary Shares

    2010-09-20$7.75/sh+2,405,937$18,646,012→ 7,004,246 total(indirect: See Footnote)
SUN PHARMA GLOBAL INC
10% OwnerOther
Transactions
  • Purchase

    Ordinary Shares

    2010-09-20$7.75/sh+2,405,937$18,646,012→ 7,004,246 total(indirect: See Footnote)
  • Conversion

    Warrant (right to buy)

    2010-09-27$6.00/sh−75,000$450,000→ 0 total(indirect: Alkaloida Chemical Company Exclusive Group Ltd.)
    Exercise: $6.00From: 2007-08-01Exp: 2010-05-18→ Ordinary Shares (75,000 underlying)
  • Conversion

    Warrant (right to buy)

    2010-09-24$6.00/sh−3,712,500$22,275,000→ 75,000 total(indirect: Alkaloida Chemical Company Exclusive Group Ltd.)
    Exercise: $6.00From: 2007-08-01Exp: 2010-05-18→ Ordinary Shares (3,712,500 underlying)
  • Purchase

    Ordinary Shares

    2010-09-14$7.75/sh+29,382$227,711→ 4,598,309 total(indirect: See Footnote)
  • Purchase

    Founders Shares

    2010-09-20+2,600→ 2,600 total(indirect: See Footnote)
  • Conversion

    Option (right to buy)

    2010-09-20−2,405,937→ 2,333,922 total(indirect: See Footnote)
    → Ordinary Shares
  • Conversion

    Restricted Shares

    2010-09-24$6.00/sh+3,712,500$22,275,000→ 13,500,000 total(indirect: Alkaloida Chemical Company Exclusive Group Ltd.)
    Exercise: $6.00From: 2007-08-01→ Ordinary Shares (3,712,500 underlying)
  • Conversion

    Restricted Shares

    2010-09-27$6.00/sh→ 13,575,000 total(indirect: Alkaloida Chemical Company Exclusive Group Ltd.)
    Exercise: $6.00From: 2007-08-01→ Ordinary Shares (75,000 underlying)
Footnotes (12)
  • [F1]Equivalent to Common Stock. All Ordinary Shares of Taro Pharmaceutical Industries Ltd. (the "Issuer") control in the aggregate two-thirds of the voting power of the Issuer.
  • [F10]On December 1, 2009 Alkaloida exercised the right to acquire the Ordinary Shares pursuant to a warrant, dated August 2, 2007, and on September 24, 2010, Alkaloida paid for 3,712,500 Ordinary Shares.
  • [F11]No expiration date.
  • [F12]On December 1, 2009 Alkaloida exercised the right to acquire the Ordinary Shares pursuant to a warrant, dated August 2, 2007, and on September 27, 2010, Alkaloida paid for 75,000 Ordinary Shares.
  • [F2]This amount represents 58,000 Ordinary Shares acquired by Sun Pharma Global, Inc. ("Sun Pharma"), a direct wholly-owned subsidiary of Sun Pharmaceutical Industries Ltd. ("Sun"), on July 11, 2007 and 500 Ordinary Shares acquired by Sun Pharma on July 23, 2007, in each case in open market transactions; 3,712,557 Ordinary Shares acquired by Alkaloida Chemical Company Exclusive Group Ltd. ("Alkaloida"), an indirect subsidiary of Sun on February 19, 2008, from Brandes Investment Partners, L.P., for and on behalf of certain of its investment advisory clients; 797,870 Ordinary Shares acquired by Alkaloida on June 23, 2008, from Harel Insurance Company Limited; and 29,382 Ordinary Shares acquired by Alkaloida on September 14, 2010 upon the expiration of the tender offer to acquire all of Issuer's outstanding Ordinary Shares, commenced on June 30, 2008.
  • [F3]In addition, Sun indirectly owns 13,575,000 Ordinary Shares which are restricted stock consisting of: (i) 3,770,833 Ordinary Shares acquired by Alkaloida, on May 21, 2007 and 3,016,667 Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case pursuant to the share purchase agreement dated May 18, 2007, between Alkaloida and the Issuer, which entitled Alkaloida to acquire a total of 7,500,000 Ordinary Shares; (ii) 3,000,000 Ordinary Shares acquired by Alkaloida on August 2, 2007, pursuant to Sun's rights under the warrant, dated May 18, 2007, issued by the Issuer to Sun, and (iii) 3,712,500 Ordinary Shares acquired by Alkaloida on September 24, 2010 and 75,000 Ordinary Shares acquired by Alkaloida on September 27, 2010, in each case pursuant to a warrant dated August 2, 2007, between Sun and the Issuer.
  • [F4]See footnotes 2 and 3.
  • [F5]This amount represents the ordinary shares described in footnote 2 plus 2,405,937 Ordinary Shares acquired pursuant to the letter agreement, dated as of September 20, 2010 (the "Letter Agreement"), among Sun, Alkaloida, Sun Pharmaceutical Industries Inc. ("Sun Michigan"), a Michigan corporation and a direct subsidiary of Sun, The Taro Development Corporation ("TDC"), Dr. Barrie Levitt, Ms. Tal Levitt, Dr. Jacob Levitt, and Daniel Moros (such individuals, the "Levitts", and together with TDC, the "Grantors"), consisting of (i) 2,405,925 Ordinary Shares directly acquired by Alkaloida from the Levitts, consummating an option granted by the Grantors to Alkaloida under the Option Agreement (described in footnote 7) and (ii) an additional 12 Ordinary Shares directly acquired by Alkaloida from the Levitts.
  • [F6]All Founders' Shares of the Issuer control in the aggregate one-third of the voting power of the Issuer ("Founders' Shares").
  • [F7]Pursuant to an Option Agreement, dated May 18, 2007, among Sun (and subsequently assigned to Alkaloida) and the Grantors, Sun and its affiliates have the option (the "Options") to acquire (i) TDC, pursuant to a merger of a subsidiary of Sun with and into TDC, for consideration of approximately $18.1 million, (ii) 2,405,925 Ordinary Shares owned by Barrie Levitt, Daniel Moros and Tal Levitt for $7.75 per Ordinary Share, and (iii) all Class B Common Stock representing a controlling interestof Morley and Company, Inc., a New York company ("Morley"), held by Barrie Levitt for no consideration. 2,600 Founders' Shares of the Issuer, constituting all of the outstanding Founders' Shares, are held by Morley. TDC owns 2,333,142 Ordinary Shares and Morley owns 780 Ordinary Shares. Pursuant to the Letter Agreement, the options described in clauses (ii) and (iii) were consummated.
  • [F8]The Options may be exercised by Sun and its affiliates within 30 days after the termination of the Merger Agreement, dated May 18, 2007, among the Issuer, Alkaloida and Aditya Acquisition Company Ltd., a wholly-owned subsidiary of Alkaloida, subject to certain exceptions in the Option Agreement.
  • [F9]The expiration date of the Options is subject to the provisions of the Option Agreement.

Documents

2 files

Issuer

TARO PHARMACEUTICAL INDUSTRIES LTD

CIK 0000906338

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Entity typeother

Related Parties

1
  • filerCIK 0001197088

Filing Metadata

Form type
4
Filed
Sep 28, 8:00 PM ET
Accepted
Sep 29, 8:05 AM ET
Size
37.2 KB
View on SEC.gov