Forest Laboratories, LLC 4

Accession 0001209191-14-046063

CIK 0000038074operating

View on SEC.gov Company Profile

Filed

Jul 2, 8:00 PM ET

Accepted

Jul 3, 5:08 PM ET

Size

62.9 KB

Accession

0001209191-14-046063

Insider Transaction Report

Form 4

Period: 2014-07-01

Forest Laboratories, LLCFRX

Zimmerman Joseph

VP - Chief Compliance Officer

Transactions

Disposition to Issuer
Restricted Stock
2014-07-01−13,105→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−1,500→ 0 total
Exercise: $31.27Exp: 2019-12-06→ Common Stock (1,500 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−7,846→ 0 total
Exercise: $92.65Exp: 2024-05-12→ Common Stock (7,846 underlying)
Disposition to Issuer
Performance Stock Units
2014-07-01−2,400→ 0 total
Exercise: $0.00→ Common Stock (2,400 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−1,998→ 0 total
Exercise: $37.26Exp: 2017-12-05→ Common Stock (1,998 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−1,002→ 0 total
Exercise: $37.26Exp: 2017-12-05→ Common Stock (1,002 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−1,651→ 0 total
Exercise: $24.12Exp: 2018-12-08→ Common Stock (1,651 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−1,349→ 0 total
Exercise: $24.12Exp: 2018-12-08→ Common Stock (1,349 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−5,596→ 0 total
Exercise: $32.17Exp: 2020-12-05→ Common Stock (5,596 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−14,999→ 0 total
Exercise: $30.00Exp: 2021-12-04→ Common Stock (14,999 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−6,000→ 0 total
Exercise: $34.04Exp: 2022-05-06→ Common Stock (6,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−2,000→ 0 total
Exercise: $34.04Exp: 2022-05-06→ Common Stock (2,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−3,483→ 0 total
Exercise: $37.88Exp: 2023-05-20→ Common Stock (3,483 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−12,317→ 0 total
Exercise: $37.88Exp: 2023-05-20→ Common Stock (12,317 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+2,400→ 2,400 total
Exercise: $0.00→ Common Stock (2,400 underlying)
Award
Performance Stock Units
2014-07-01+4,340→ 4,340 total
Exercise: $0.00→ Common Stock (4,340 underlying)
Disposition to Issuer
Common Stock
2014-07-01−15,800→ 0 total
Disposition to Issuer
Common Stock
2014-07-01−37→ 0 total(indirect: By a limited liability company)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−3,500→ 0 total
Exercise: $31.27Exp: 2019-12-06→ Common Stock (3,500 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−6,404→ 0 total
Exercise: $32.17Exp: 2020-12-05→ Common Stock (6,404 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
Performance Stock Units
2014-07-01−4,340→ 0 total
Exercise: $0.00→ Common Stock (4,340 underlying)

Footnotes (22)

[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, 2,132 of which are currently exercisable, 1,164 of which vest on December 6, 2014, and 3,108 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.
[F11]The options, 3,268 of which are currently exercisable, 636 of which vest on December 6, 2014, and 1,692 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.
[F12]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.
[F13]The options, 7,500 of which are currently exercisable, 3,750 of which vest on December 5, 2014, and 3,749 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.
[F14]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.
[F15]The options, 4,000 of which are currently exercisable and 2,000 of which vest on May 7, 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.
[F16]The options, 843 of which vest on May 21, 2016 and 2,640 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.
[F17]The options, 3,950 of which are currently exercisable, 3,950 of which vest on May 21, 2015, 3,107 of which vest on May 21, 2016, and 1,310 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.
[F18]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.
[F19]The options, 2,232 of which vest on May 13, 2015, 2,231 of which vest on May 13, 2016, 2,231 of which vest on May 13, 2017, and 1,152 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.
[F2]Each share of common stock was disposed of pursuant to the Merger Agreement 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 holder of common stock and the consideration election proration procedures set forth in the Merger Agreement.
[F20]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.
[F21]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.
[F22]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.
[F3]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.
[F4]The options, which are currently exercisable, 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 are currently exercisable, 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, which are currently exercisable, 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 options, which are currently exercisable, 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.
[F8]The options, 1,500 of which are currently exercisable and 2,000 of 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.
[F9]The options, which are currently exercisable, 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

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Forest Laboratories, LLC

CIK 0000038074

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0000038074

Filing Metadata

Form type: 4
Filed: Jul 2, 8:00 PM ET
Accepted: Jul 3, 5:08 PM ET
Size: 62.9 KB

View on SEC.gov