4//SEC Filing
Tomassetti Berard 4
Accession 0001209191-17-064760
CIK 0001388195other
Filed
Dec 7, 7:00 PM ET
Accepted
Dec 8, 4:59 PM ET
Size
13.5 KB
Accession
0001209191-17-064760
Insider Transaction Report
Form 4
Tomassetti Berard
SVP and CAO
Transactions
- Disposition to Issuer
Common Stock, $.01 par value
2017-12-07$29.25/sh−14,599$427,021→ 0 total - Award
Performance share unit
2017-12-07+8,906→ 8,906 totalExercise: $0.00→ Common Stock, par value $0.01 per share (8,906 underlying) - Disposition to Issuer
Performance share unit
2017-12-07−8,906→ 0 totalExercise: $0.00→ Common Stock, par value $0.01 per share (8,906 underlying) - Disposition to Issuer
Employee Stock Option
2017-12-07$18.41/sh−2,964$54,567→ 0 totalExercise: $10.84Exp: 2018-03-25→ Common Stock, par value $0.01 per share (2,964 underlying)
Footnotes (4)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger, dated as of August 1, 2017 (the "Merger Agreement"), by and among PharMerica Corporation (the "Company"), Phoenix Parent Hidings Inc., a Delaware corporation ("Parent"), and Phoenix Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, at the effective time ("Effective Time") of the merger, Merger Sub will merge with and into the Company, with the Company a the surviving entity and a wholly owned subsidiary of Parent.
- [F2]Pursuant to the terms of the Merger Agreement, as of the Effective Time (i) a portion of the Company's common stock, par value $0.01 per share ("Company Common Stock") owned by the reporting person was converted into shares of Parent common stock, par value $0.01 per share; (ii) the remaining shares of Company Common Stock owned by the reporting person were converted into the right to receive $29.25 in cash without interest (the "Merger Consideration"); and (iii) each outstanding restricted stock unit granted by the Company was converted automatically into a right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such unit, such number of shares based on target performance in the case of performance stock units, multiplied by (y) the Merger Consideration.
- [F3]The options vested in the following amounts on the following dates: 2,963 options on 03/25/2012, 2,963 options on 03/25/2013, 2,964 options on 03/25/2014 and 2,964 options on 03/25/2015.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each outstanding employee option, whether vested or unvested ("Company Stock Option") became fully vested and was converted automatically into the right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such option, multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option.
Documents
Issuer
PharMerica CORP
CIK 0001388195
Entity typeother
Related Parties
1- filerCIK 0001406089
Filing Metadata
- Form type
- 4
- Filed
- Dec 7, 7:00 PM ET
- Accepted
- Dec 8, 4:59 PM ET
- Size
- 13.5 KB