4//SEC Filing
Elrod James W 4
Accession 0001209191-11-006504
CIK 0001047699other
Filed
Feb 1, 7:00 PM ET
Accepted
Feb 2, 6:03 PM ET
Size
22.2 KB
Accession
0001209191-11-006504
Insider Transaction Report
Form 4
Elrod James W
Chief Legal Officer, Secretary
Transactions
- Disposition to Issuer
Common Stock
2011-01-31−41,770→ 0 total - Disposition to Issuer
Performance Share Units
2011-01-31−60,120→ 0 total→ Common Stock (60,120 underlying) - Disposition to Issuer
Performance Share Units
2011-01-31−19,259→ 0 total→ Common Stock (19,259 underlying) - Other
Stock Option (Right to Buy)
2011-01-31−36,930→ 0 totalExercise: $8.91Exp: 2018-03-25→ Common Stock (36,930 underlying) - Other
Stock Option (Right to Buy)
2011-01-31−45,540→ 0 totalExercise: $12.44Exp: 2020-03-17→ Common Stock (45,540 underlying) - Other
Stock Option (Right to Buy)
2011-01-31−20,000→ 0 totalExercise: $9.79Exp: 2015-03-04→ Common Stock (20,000 underlying) - Other
Stock Option (Right to Buy)
2011-01-31−54,230→ 0 totalExercise: $6.97Exp: 2019-03-23→ Common Stock (54,230 underlying) - Disposition from Tender
Common Stock
2011-01-31−165,678→ 41,770 total
Footnotes (6)
- [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]Pursuant to the Agreement and Plan of Merger, dated as of October 11, 2010, among Pfizer, King and Acquisition Sub (the "Merger Agreement"), these restricted shares, 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prior to and canceled immediately following Acquisition Sub's acceptance of the common stock tendered and not validly withdrawn in the Tender Offer (the "Acceptance Time") in exchange for the right to receive cash payment for each such restricted share of $14.25, net to the seller in cash, without interest and less any required withholding taxes.
- [F3]Pursuant to the Merger Agreement, these restricted shares, 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 restricted share of $14.25, net to the seller in cash, without interest and less any required withholding taxes.
- [F4]Each Performance Share Unit ("PSU") represents a right to receive one share of common stock of King.
- [F5]Pursuant to the Merger Agreement, these PSUs, 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 PSU of $14.25, net to the seller in cash, without interest and less any required withholding taxes.
- [F6]Pursuant to the Merger Agreement, these stock options, 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 option of the excess of $14.25 per option, net to the seller in cash, without interest and less any required withholding taxes, over the per-share exercise price of such option.
Documents
Issuer
KING PHARMACEUTICALS INC
CIK 0001047699
Entity typeother
Related Parties
1- filerCIK 0001354792
Filing Metadata
- Form type
- 4
- Filed
- Feb 1, 7:00 PM ET
- Accepted
- Feb 2, 6:03 PM ET
- Size
- 22.2 KB