Forest Laboratories, LLC 4

Accession 0001209191-14-046071

CIK 0000038074operating

View on SEC.gov Company Profile

Filed

Jul 2, 8:00 PM ET

Accepted

Jul 3, 5:11 PM ET

Size

63.4 KB

Accession

0001209191-14-046071

Insider Transaction Report

Form 4

Period: 2014-07-01

Forest Laboratories, LLCFRX

SOLOMON HOWARD

DirectorChairman and CEO

Transactions

Disposition to Issuer
Common Stock
2014-07-01−340,875→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−2,482→ 0 total
Exercise: $40.29Exp: 2015-12-09→ Common stock (2,482 underlying)
Disposition to IssuerSwap
Stock Option (Right to Buy)
2014-07-01−1,940→ 0 total
Exercise: $51.54Exp: 2016-12-08→ Common stock (1,940 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−2,684→ 0 total
Exercise: $37.26Exp: 2017-12-05→ Common stock (2,684 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−122,316→ 0 total
Exercise: $37.26Exp: 2017-12-05→ Common stock (122,316 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−4,145→ 0 total
Exercise: $24.12Exp: 2018-12-08→ Common stock (4,145 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−120,855→ 0 total
Exercise: $24.12Exp: 2018-12-08→ Common stock (120,855 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−146,892→ 0 total
Exercise: $32.17Exp: 2020-12-05→ Common stock (146,892 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−2,351→ 0 total
Exercise: $42.54Exp: 2014-12-13→ Common stock (2,351 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−197,518→ 0 total
Exercise: $40.29Exp: 2015-12-09→ Common stock (197,518 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−198,060→ 0 total
Exercise: $51.54Exp: 2016-12-08→ Common stock (198,060 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−143,668→ 0 total
Exercise: $30.00Exp: 2021-12-04→ Common stock (143,668 underlying)
Disposition to Issuer
Restricted Stock
2014-07-01−73,827→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−197,649→ 0 total
Exercise: $42.54Exp: 2014-12-13→ Common stock (197,649 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)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−136,802→ 0 total
Exercise: $31.27Exp: 2019-12-06→ Common stock (136,802 underlying)
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)
2014-07-01−13,332→ 0 total
Exercise: $30.00Exp: 2021-12-04→ Common stock (13,332 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2014-07-01−259,614→ 0 total
Exercise: $37.88Exp: 2023-05-20→ Common stock (259,614 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)
2014-07-01−68,738→ 0 total
Exercise: $34.04Exp: 2022-05-06→ Common stock (68,738 underlying)
Award
Performance Stock Units
2014-07-01+139,012→ 139,012 total
Exercise: $0.00→ Common stock (139,012 underlying)
Disposition to Issuer
Performance Stock Units
2014-07-01−139,012→ 0 total
Exercise: $0.00→ Common stock (139,012 underlying)

Footnotes (23)

[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, 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.
[F11]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.
[F12]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.
[F13]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.
[F14]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.
[F15]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.
[F16]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.
[F17]The options, of which 6,666 are currently exercisable, 3,333 vest on December 5, 2014, and 3,333 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.
[F18]The options, of which 71,834 are currently exercisable, 35,917 vest on December 5, 2014, and 35,917 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.
[F19]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.
[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.
[F20]The options, of which 35,838 are currently exercisable, 17,919 vest on May 7, 2015, and 14,981 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.
[F21]The options, of which 85,673 are currently exercisable, 85,673 vest on May 21, 2015, and 88,268 vest on May 21, 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.
[F22]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.
[F23]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]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.
[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, 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.
[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, 5:11 PM ET
Size: 63.4 KB

View on SEC.gov