4//SEC Filing
QUESTCOR PHARMACEUTICALS INC 4
Accession 0001209191-14-053204
CIK 0000891288operating
Filed
Aug 17, 8:00 PM ET
Accepted
Aug 18, 8:54 PM ET
Size
16.0 KB
Accession
0001209191-14-053204
Insider Transaction Report
Form 4
Furey Raymond J.
SVP and CCO
Transactions
- Disposition to Issuer
Common Stock
2014-08-14−15,000→ 0 total - Disposition to Issuer
Common Stock
2014-08-14−25,250→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2014-08-14−4,125→ 0 totalExercise: $42.44Exp: 2021-12-13→ Common Stock (6,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2014-08-14−7,250→ 0 totalExercise: $35.78Exp: 2022-02-14→ Common Stock (12,000 underlying) - Disposition to Issuer
Common Stock
2014-08-14−5,000→ 0 total
Footnotes (7)
- [F1]Pursuant to Agreement and Plan of Merger, dated April 5, 2014 (the "Merger Agreement"), by and among Mallinckrodt plc ("Mallinckrodt"), Quincy Merger Sub, Inc. and Questcor Pharmaceuticals, Inc. ("Questcor"), Mallinckrodt acquired Questcor in a merger transaction (the "Merger") which closed at 4:30 p.m. EST, on August 14, 2014 (the "Effective Time"). At the Effective Time, each share of Questcor common stock (except for certain shares defined in the Merger Agreement) converted into the right to receive, without interest, (a) $30.00 in cash and (b) 0.897 of an ordinary share of Mallinckrodt, in exchange for such share of Questcor common stock ("Merger Consideration").
- [F2]Pursuant to terms of the Merger, at the Effective Time, each outstanding Questcor restricted share award (other than any such award subject to performance-based vesting conditions) held by Questcor executive officers converted into a number of restricted Mallinckrodt ordinary shares determined by multiplying the applicable number of restricted shares of Questcor common stock by the Equity Award Exchange Ratio.
- [F3]Pursuant to terms of the Merger, at the Effective Time, each outstanding Questcor restricted share award held by a Questcor executive that is subject to performance-based vesting conditions was cancelled and converted into the right to receive Merger Consideration in respect of each share of Questcor common stock underlying the Questcor restricted share award.
- [F4]Pursuant to terms of the Merger, at the Effective Time, each vested Questcor stock option held by Questcor executive officers converted into the right to receive the Merger Consideration with respect to each share of Company common stock subject to such option immediately prior to the effective time of the Merger, net of the applicable exercise price, while each unvested Questcor stock option held by Questcor executive officers converted into an option to acquire, on the same terms and conditions as were applicable to such option immediately prior to the Effective Time, a number of Mallinckrodt ordinary shares determined by multiplying the number of shares of Questcor common stock subject to such option immediately prior to the effective time of the Merger by the Equity Award Exchange Ratio,
- [F5](Continued from footnote 4) at an exercise price per share of Mallinckrodt ordinary shares (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of Questcor common stock of such Questcor stock option by (y) the Equity Award Exchange Ratio.
- [F6]The stock option is exercisable as it vests - 25% of the shares subject to the stock option vest on the first anniversary of the grant date, while the remaining 75% of the shares vest in equal monthly installments over the following 36 months, so that all of the shares become fully vested on the fourth anniversary of the grant date of December 14, 2011.
- [F7]The stock option is exercisable as it vests - 25% of the shares subject to the stock option vest on the first anniversary of the grant date, while the remaining 75% of the shares vest in equal monthly installments over the following 36 months, so that all of the shares become fully vested on the fourth anniversary of the grant date of February 15, 2012.
Documents
Issuer
QUESTCOR PHARMACEUTICALS INC
CIK 0000891288
Entity typeoperating
IncorporatedCA
Related Parties
1- filerCIK 0000891288
Filing Metadata
- Form type
- 4
- Filed
- Aug 17, 8:00 PM ET
- Accepted
- Aug 18, 8:54 PM ET
- Size
- 16.0 KB