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Forest Laboratories, LLC 4

Accession 0001209191-14-046058

CIK 0000038074operating
View on SEC.govCompany Profile

Filed

Jul 2, 8:00 PM ET

Accepted

Jul 3, 5:07 PM ET

Size

49.8 KB

Accession

0001209191-14-046058

Insider Transaction Report

Form 4
Period: 2014-07-01
Forest Laboratories, LLCFRX
Lynch Jerome
SVP-Sales
Transactions
  • Disposition to Issuer

    Common Stock

    2014-07-01−36,664→ 0 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2014-07-01−4,802→ 0 total
    Exercise: $32.17Exp: 2019-12-06→ Common stock (4,802 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2014-07-01−24,392→ 0 total
    Exercise: $32.17Exp: 2020-12-05→ Common stock (24,392 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2014-07-01−22,699→ 0 total
    Exercise: $30.00Exp: 2021-12-04→ Common stock (22,699 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2014-07-01−2,938→ 0 total
    Exercise: $34.04Exp: 2022-05-06→ Common stock (2,938 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2014-07-01−14,837→ 0 total
    Exercise: $34.04Exp: 2022-05-06→ Common stock (14,837 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2014-07-01−2,640→ 0 total
    Exercise: $37.88Exp: 2023-05-20→ Common stock (2,640 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2014-07-01−43,340→ 0 total
    Exercise: $37.88Exp: 2023-05-20→ Common stock (43,340 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2014-07-01−24,804→ 0 total
    Exercise: $92.65Exp: 2024-05-12→ Common stock (24,804 underlying)
  • Award

    Performance Stock Units

    2014-07-01+12,630→ 12,630 total
    Exercise: $0.00→ Common stock (12,630 underlying)
  • Disposition to Issuer

    Performance Stock Units

    2014-07-01−12,630→ 0 total
    Exercise: $0.00→ Common stock (12,630 underlying)
  • Disposition to Issuer

    Restricted Stock

    2014-07-01−34,680→ 0 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2014-07-01−3,108→ 0 total
    Exercise: $32.17Exp: 2020-12-05→ Common stock (3,108 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2014-07-01−1→ 0 total
    Exercise: $30.00Exp: 2021-12-04→ Common stock (1 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2014-07-01−1,079→ 0 total
    Exercise: $92.65Exp: 2024-05-12→ Common stock (1,079 underlying)
  • Award

    Performance Stock Units

    2014-07-01+23,800→ 23,800 total
    Exercise: $0.00→ Common stock (23,800 underlying)
  • Disposition to Issuer

    Performance Stock Units

    2014-07-01−23,800→ 0 total
    Exercise: $0.00→ Common stock (23,800 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2014-07-01−3,198→ 0 total
    Exercise: $31.27Exp: 2019-12-06→ Common stock (3,198 underlying)
Footnotes (17)
  • [F1]Each share of common stock was disposed of pursuant to the Merger Agreement, dated as of February 17, 2014 (the "Merger Agreement"), by and among the issuer and Actavis plc ("Actavis"), Tango US Holdings Inc., Tango Merger Sub 1 LLC, and Tango Merger Sub 2 LLC in exchange for either (A) $26.04 in cash plus 0.3306 Actavis ordinary shares having a market value of $224 per share on the effective date of the merger or (B) $25.67 in cash plus 0.332623 Actavis ordinary shares having a market value of $224 per share on the effective date of the merger, depending on the consideration election made by the reporting person and the consideration election proration procedures set forth in the Merger Agreement.
  • [F10]The options, 5,925 of which are currently exercisable, 5,925 of which vest on May 7, 2015, and 2,987 of which vest on May 7, 2016, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723.
  • [F11]The options, which vest on May 21, 2017, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723.
  • [F12]The options, 11,495 of which are currently exercisable, 11,495 of which vest on May 21, 2015, 11,495 of which vest on May 21, 2016 , and 8,855 of which vest on May 21, 2017, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723.
  • [F13]The options, which vest on May 13, 2018, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723.
  • [F14]The options, 6,471 of which vest on May 13, 2015, 6,471 of which vest on May 13, 2016, 6,471 of which vest on May 13, 2017, and 5,391 of which vest on May 13, 2018, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723.
  • [F15]The performance conditions with respect to the issuer performance stock unit award were deemed to be earned based on target performance as of the effective time of the transaction, and the performance stock unit award (as so earned) will vest on April 1, 2015, subject to the reporting person's continued employment through such date and also to acceleration in the event of certain terminations of employment.
  • [F16]The performance conditions with respect to the issuer performance stock unit award were deemed to be earned based on target performance as of the effective time of the transaction, and the performance stock unit award (as so earned) will vest on April 1, 2016, subject to the reporting person's continued employment through such date and also to acceleration in the event of certain terminations of employment.
  • [F17]Each outstanding performance stock unit award (as deemed earned pursuant to the Merger Agreement) was assumed by Actavis pursuant to the Merger Agreement and replaced with an Actavis restricted stock unit award covering 0.4723 Actavis ordinary shares having a market value of $224.00 per share on the effective date of the merger for each issuer share underlying the performance stock unit award.
  • [F2]Outstanding restricted stock awards were assumed by Actavis pursuant to the Merger Agreement and replaced with an Actavis restricted stock unit award covering 0.4723 Actavis ordinary shares having a market value of $224 per share on the effective date of the merger for each issuer share underlying the restricted stock award.
  • [F3]The options, which vest on December 7, 2014, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723.
  • [F4]The options, which vest on December 7, 2014, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723.
  • [F5]The options, which vest on December 6, 2015, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723.
  • [F6]The options, 7,500 of which vest on December 6, 2014 and 16,892 of which vest on December 6, 2015, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723.
  • [F7]The option, which vests on December 5, 2015, was assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723.
  • [F8]The options, 11,350 of which vest on December 5, 2014 and 11,349 of which vest on December 5, 2015, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723.
  • [F9]The options, which vest on May 7, 2016, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723.

Documents

1 file

Issuer

Forest Laboratories, LLC

CIK 0000038074

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Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0000038074

Filing Metadata

Form type
4
Filed
Jul 2, 8:00 PM ET
Accepted
Jul 3, 5:07 PM ET
Size
49.8 KB
View on SEC.gov