4//SEC Filing
ALLERGAN INC 4
Accession 0001127602-15-012119
CIK 0000850693operating
Filed
Mar 18, 8:00 PM ET
Accepted
Mar 19, 7:16 PM ET
Size
17.9 KB
Accession
0001127602-15-012119
Insider Transaction Report
Form 4
ALLERGAN INCAGN
PINKSTON ARNOLD A
EVP and General Counsel
Transactions
- Award
Common Stock
2015-03-17+6,341.501→ 6,341.501 total - Disposition to Issuer
Common Stock
2015-03-17−6,341.501→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2015-03-17−32,789→ 0 totalExercise: $125.07Exp: 2024-02-21→ Common Stock (32,789 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2015-03-17−18,000→ 0 totalExercise: $84.40Exp: 2021-10-28→ Common Stock (18,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2015-03-17−38,000→ 0 totalExercise: $105.87Exp: 2023-02-21→ Common Stock (38,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2015-03-17−35,000→ 0 totalExercise: $87.91Exp: 2022-02-17→ Common Stock (35,000 underlying) - Disposition to Issuer
Restricted Stock Units
2015-03-17−285→ 0 totalExercise: $0.00Exp: 2025-02-20→ Common Stock (285 underlying)
Footnotes (4)
- [F1]Represents 6,340 performance-based restricted stock units granted on October 29, 2014 and 1.501 shares (collectively, the "RSUs") acquired under the dividend equivalent rights provisions of the RSU award agreement. The RSUs vested in full on the Effective Date pursuant to the terms of the Merger Agreement (each as defined below).
- [F2]Pursuant to that certain Agreement and Plan of Merger dated November 16, 2014, (the "Merger Agreement") by and among the Issuer, Actavis, Plc ("Actavis) and a wholly-owned subsidiary of Actavis, the Issuer became an indirect wholly-owned subsidiary of Actavis upon consummation of the merger (the "Effective Date"). Each share of common stock was disposed of in exchange for $129.22 cash plus 0.3683 of an Actavis ordinary share, having a market value of $307.51 per share on the Effective Date.
- [F3]Each option vested in full on the Effective Date and was cancelled in exchange for a cash payment equal to the number of shares subject to the option immediately prior to the merger, multiplied by the difference between (i) 0.3683 times $294.1509 (which represents the 10-day volume weighted average price of Actavis stock starting on the 11th trading day prior to the closing) plus $129.22 and (ii) the exercise price of the option, subject to the applicable withholding taxes and pursuant to the procedures set forth in the Merger Agreement.
- [F4]The restricted stock units ("RSUs") vested in full on the Effective Date and each RSU was cancelled in exchange for 0.3683 shares of Actavis stock having a market value of $307.51 per share on the Effective Date, and $129.22 in cash.
Documents
Issuer
ALLERGAN INC
CIK 0000850693
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000850693
Filing Metadata
- Form type
- 4
- Filed
- Mar 18, 8:00 PM ET
- Accepted
- Mar 19, 7:16 PM ET
- Size
- 17.9 KB