4//SEC Filing
ALLERGAN INC 4
Accession 0001127602-15-012124
CIK 0000850693operating
Filed
Mar 18, 8:00 PM ET
Accepted
Mar 19, 7:30 PM ET
Size
23.8 KB
Accession
0001127602-15-012124
Insider Transaction Report
Form 4
ALLERGAN INCAGN
GALLAGHER MICHAEL R
Director
Transactions
- Disposition to Issuer
Nonemployee Director Stock Option (Right to Buy)
2015-03-17−11,400→ 0 totalExercise: $60.60Exp: 2017-05-01→ Common Stock (11,400 underlying) - Disposition to Issuer
Nonemployee Director Stock Option (Right to Buy)
2015-03-17−11,400→ 0 totalExercise: $54.32Exp: 2018-05-06→ Common Stock (11,400 underlying) - Disposition to Issuer
Nonemployee Director Stock Option (Right to Buy)
2015-03-17−5,355→ 0 totalExercise: $113.55Exp: 2023-04-30→ Common Stock (5,355 underlying) - Disposition to Issuer
Common Stock
2015-03-17−4,800→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2015-03-17−2,803→ 0 total - Disposition to Issuer
Nonemployee Director Stock Option (Right to Buy)
2015-03-17−11,400→ 0 totalExercise: $61.98Exp: 2020-04-29→ Common Stock (11,400 underlying) - Disposition to Issuer
Nonemployee Director Stock Option (Right to Buy)
2015-03-17−4,305→ 0 totalExercise: $166.32Exp: 2024-05-06→ Common Stock (4,305 underlying) - Disposition to Issuer
Phantom Stock Units
2015-03-17−21,843.48→ 0 totalFrom: 2015-03-17Exp: 2015-03-17→ Common Stock (21,843.48 underlying) - Gift
Common Stock
2015-03-12−4,000→ 4,800 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2015-03-17−27,600→ 0 total(indirect: By Trust)
Footnotes (5)
- [F1]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.
- [F2]The number of shares reported on this line item includes shares acquired pursuant to dividend rights attached to restricted stock units that were previously granted and reported as Table 1, Non-Derivative Securities.
- [F3]The option was previously reported as covering 5,700 shares at an exercise price of $121.20. The issuer effected a two-for-one stock split on June 22, 2007, which resulted in 11,400 shares held by the reporting person at an exercise price of $60.60.
- [F4]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.
- [F5]Each phantom stock unit ("PSU") was the economic equivalent of one shares of the Issuer's common stock. Each PSU was assumed by Actavis at the Effective Date and converted into an Actavis PSU representing the number of shares of Issuer common stock underlying the PSU multiplied by the sum of (i) 0.3683 of an Actavis ordinary shares plus (ii) $129.22 in cash divided by $294.1509 (which represents the 10-day volume weighted average price of Actavis stock starting on the 11th date day prior to the closing).
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, 7:30 PM ET
- Size
- 23.8 KB