4//SEC Filing
SALIX PHARMACEUTICALS LTD 4
Accession 0001140361-15-014295
CIK 0001009356operating
Filed
Apr 2, 8:00 PM ET
Accepted
Apr 3, 11:45 AM ET
Size
16.6 KB
Accession
0001140361-15-014295
Insider Transaction Report
Form 4
D ALONZO THOMAS
Director
Transactions
- Disposition to Issuer
Common Stock
2015-04-01$173.00/sh−21,032$3,638,536→ 0 total - Disposition from Tender
Common Stock
2015-04-01$173.00/sh−1,080$186,840→ 0 total(indirect: By Trust) - Disposition from Tender
Common Stock
2015-04-01$173.00/sh−6,500$1,124,500→ 0 total(indirect: By Spouse) - Disposition from Tender
Common Stock
2015-04-01$173.00/sh−74,555$12,898,015→ 0 total - Disposition from Tender
Common Stock
2015-04-01$173.00/sh−10,450$1,807,850→ 0 total(indirect: By Trust) - Disposition from Tender
Common Stock
2015-04-01$173.00/sh−260$44,980→ 0 total(indirect: By LP) - Disposition to Issuer
Option to Buy Common Stock
2015-04-01−15,000→ 0 totalExercise: $17.63Exp: 2015-06-09→ Common Stock (15,000 underlying)
Footnotes (6)
- [F1]Shares tendered for an offer price of $173.00 per share in cash, subject to any applicable withholding taxes, pursuant to the tender offer consummated on April 1, 2015 pursuant to the terms of the Agreement and Plan of Merger, dated as of February 20, 2015 (as amended, the "Merger Agreement"), by and among the Issuer, Valeant Pharmaceuticals International ("VPI"), a Delaware corporation and a wholly owned subsidiary of Valeant, Sun Merger Sub, Inc. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of VPI, and solely for purposes of guaranteeing VPI's and Merger Sub's obligations under the Merger Agreement, Valeant Pharmaceuticals International, Inc. ("Valeant"), a British Columbia corporation.
- [F2]Pursuant to the terms of the Merger Agreement, on April 1, 2015, each share of the Issuer's restricted stock issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) was converted into the right to receive $173.00 per share in cash, subject to any applicable withholding taxes.
- [F3]The shares are held by the Thomas W. D'Alonzo Rev Trust U/A DTD 10/24/2001 for which the Reporting Person serves as co-trustee.
- [F4]The shares are held by the Rachel L. D'Alonzo Rev Trust U/A DTD 10/24/2001 for which the Reporting Person serves as co-trustee.
- [F5]Options are 100% vested.
- [F6]Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time (as defined in the Merger Agreement), each unexpired and unexercised option to purchase the Issuer's common stock, whether or not then exercisable or vested, was cancelled and, in exchange therefor, each option holder became entitled to receive a cash payment equal to the product of (i) the total number of shares previously subject to such option and (ii) the excess of the merger consideration ($173.00 per share) over the exercise price of the option.
Documents
Issuer
SALIX PHARMACEUTICALS LTD
CIK 0001009356
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001009356
Filing Metadata
- Form type
- 4
- Filed
- Apr 2, 8:00 PM ET
- Accepted
- Apr 3, 11:45 AM ET
- Size
- 16.6 KB