4//SEC Filing
RODNER SETH L 4
Accession 0001246360-12-004854
CIK 0000859368other
Filed
Dec 12, 7:00 PM ET
Accepted
Dec 13, 5:00 PM ET
Size
10.9 KB
Accession
0001246360-12-004854
Insider Transaction Report
Form 4
RODNER SETH L
EVP, CLO & Corp Secretary
Transactions
- Disposition to Issuer
Employee Stock Appreciation Right
2012-12-11$32.72/sh−112,701$3,687,577→ 0 totalExercise: $11.28Exp: 2016-02-27→ Common Stock (112,701 underlying) - Disposition to Issuer
Common Stock
2012-12-11$44.00/sh−53,792$2,366,848→ 0 total - Disposition to Issuer
Employee Stock Appreciation Right
2012-12-11$21.31/sh−83,382$1,776,870→ 0 totalExercise: $22.69Exp: 2017-03-01→ Common Stock (83,382 underlying)
Footnotes (3)
- [F1]On December 11, 2012, the Issuer completed its merger (the "Merger") with Valeant Pharmaceuticals International ("Valeant"), whereby the Issuer became a wholly owned subsidiary of Valeant, pursuant to an Agreement and Plan of Merger that was entered into on September 2, 2012 (the "Merger Agreement"). In accordance with the Merger Agreement, each share of common stock of the Issuer issued and outstanding immediately prior to the consummation of the Merger converted into a right to receive an amount in cash equal to $44.00 per share (the "Per Share Merger Consideration"), without interest. The amount of shares in Column 4 includes 49,748 restricted shares of common stock that also converted into a right to receive the Per Share Merger Consideration.
- [F2]In accordance with the terms of the Merger Agreement, each stock appreciation right relating to shares of the Issuer (whether vested or unvested) that was outstanding immediately prior to the consummation of the Merger was cancelled in exchange for the right to receive an amount in cash equal to the product of the number of shares of Issuer common stock subject to the stock appreciation right and the excess, if any, of the Per Share Merger Consideration over the exercise price per share of each respective award, less any required withholding taxes. This award included 84,526 of unvested stock appreciation rights prior to the consummation of the Merger.
- [F3]In accordance with the terms of the Merger Agreement, each stock appreciation right relating to shares of the Issuer (whether vested or unvested) that was outstanding immediately prior to the consummation of the Merger was cancelled in exchange for the right to receive an amount in cash equal to the product of the number of shares of Issuer common stock subject to the stock appreciation right and the excess, if any, of the Per Share Merger Consideration over the exercise price per share of each respective award, less any required withholding taxes. This award included 74,117 of unvested stock appreciation rights prior to the consummation of the Merger.
Documents
Issuer
MEDICIS PHARMACEUTICAL CORP
CIK 0000859368
Entity typeother
Related Parties
1- filerCIK 0001538432
Filing Metadata
- Form type
- 4
- Filed
- Dec 12, 7:00 PM ET
- Accepted
- Dec 13, 5:00 PM ET
- Size
- 10.9 KB