4//SEC Filing
WEISHAR GREGORY S 4
Accession 0001209191-17-064964
CIK 0001388195other
Filed
Dec 10, 7:00 PM ET
Accepted
Dec 11, 2:17 PM ET
Size
19.1 KB
Accession
0001209191-17-064964
Insider Transaction Report
Form 4
WEISHAR GREGORY S
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value
2017-12-07$29.25/sh−440,001$12,870,029→ 0 total - Sale
Common Stock, $0.01 par value
2017-12-07$29.25/sh−519,589$15,197,978→ 0 total(indirect: By Trust) - Gift
Common Stock, $0.01 par value
2017-11-03−51,282→ 444,001 total - Award
Performance share units
2017-12-07+146,521→ 146,521 totalExercise: $0.00→ Common Stock, par value $0.01 per share (146,521 underlying) - Sale
Common Stock, $0.01 par value
2017-12-07$29.25/sh−1,500$43,875→ 0 total(indirect: By Son) - Disposition to Issuer
Performance share units
2017-12-07−146,521→ 0 totalExercise: $0.00→ Common Stock, par value $0.01 per share (146,521 underlying) - Disposition to Issuer
Employee Stock Option
2017-12-07$18.41/sh−182,801$3,365,366→ 0 totalExercise: $10.84Exp: 2018-03-25→ Common Stock, par value $0.01 per share (182,801 underlying)
Footnotes (6)
- [F1]On November 3, 2017, the reporting person irrevocably transferred 51,282 shares to the Weishar Family Foundation.
- [F2]The reported securities do not include 519,589 shares transferred on November 3, 2017 to the Greg S. Weishar Delaware Trust, for which securities the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
- [F3]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 Holdings 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 as the surviving entity and a wholly owned subsidiary of Parent.
- [F4]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.
- [F5]The options vested in the following amounts on the following dates: 45,700 options on 03/25/2012, 45,700 options on 03/25/2013, 45,700 options on 03/25/2014 and 45,701 options on 03/25/2015.
- [F6]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 0001194422
Filing Metadata
- Form type
- 4
- Filed
- Dec 10, 7:00 PM ET
- Accepted
- Dec 11, 2:17 PM ET
- Size
- 19.1 KB