4//SEC Filing
INCARNATI PHILIP A 4
Accession 0001209191-11-006500
CIK 0001047699other
Filed
Feb 1, 7:00 PM ET
Accepted
Feb 2, 6:01 PM ET
Size
10.6 KB
Accession
0001209191-11-006500
Insider Transaction Report
Form 4
INCARNATI PHILIP A
Director
Transactions
- Gift
Common Stock
2010-10-07−38,358→ 0 total - Disposition from Tender
Common Stock
2011-01-31−38,358→ 0 total(indirect: By Trust) - Disposition to Issuer
Restricted Stock Units
2011-01-31−16,201→ 0 total→ Common Stock (16,201 underlying)
Footnotes (4)
- [F1]The reported transaction represents shares of common stock tendered to Parker Tennessee Corp. ("Acquisition Sub"), a wholly-owned subsidiary of Pfizer Inc. ("Pfizer"), pursuant to Acquisition Sub's offer to purchase all of the issued and outstanding shares of common stock, no par value per share, of King Pharmaceuticals, Inc. ("King") at a price of $14.25 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and conditions described in the Tender Offer Statement on Schedule TO filed with the SEC by Pfizer and Acquisition Sub on October 22, 2010, as amended (the "Tender Offer").
- [F2]Each Restricted Stock Unit ("RSU") represents a right to receive one share of common stock of King.
- [F3]Pursuant to the Agreement and Plan of Merger, dated as of October 11, 2010, among Pfizer, King and Acquisition Sub (the "Merger Agreement"), these RSUs, whether or not vested, were fully vested immediately prior to and canceled immediately following Acquisition Sub's acceptance of the common stock tendered and not validly withdrawn in accordance with the Tender Offer Statement on Schedule TO filed with the SEC by Pfizer and Acquisition Sub on October 22, 2010, as amended (the "Tender Offer") in exchange for the right to receive cash payment for each RSU of $14.25, net to the seller in cash, without interest and less any required withholding taxes.
- [F4]Pursuant to the Merger Agreement, these RSUs, whether or not vested, were fully vested immediately prior to and canceled immediately following the Acceptance Time in exchange for the right to receive cash payment for each such RSU of $14.25, net to the seller in cash, without interest and less any required withholding taxes.
Documents
Issuer
KING PHARMACEUTICALS INC
CIK 0001047699
Entity typeother
Related Parties
1- filerCIK 0001213034
Filing Metadata
- Form type
- 4
- Filed
- Feb 1, 7:00 PM ET
- Accepted
- Feb 2, 6:01 PM ET
- Size
- 10.6 KB