SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
D ALONZO THOMAS

(Last) (First) (Middle)
8510 COLONNADE CENTER

(Street)
RALEIGH NC 27615

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SALIX PHARMACEUTICALS LTD [ SLXP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Acting President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/01/2015 U(1) 74,555 D $173 0 D
Common Stock 04/01/2015 D(2) 21,032 D $173 0 D
Common Stock 04/01/2015 U(1) 10,450 D $173 0 I By Trust(3)
Common Stock 04/01/2015 U(1) 1,080 D $173 0 I By Trust(4)
Common Stock 04/01/2015 U(1) 260 D $173 0 I By LP
Common Stock 04/01/2015 U(1) 6,500 D $173 0 I By Wife
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Buy Common Stock $17.63 04/01/2015 D 15,000 (5) 06/09/2015 Common Stock 15,000 (6) 0 D
Explanation of Responses:
1. Shares tendered for an offer price of $173.00 per share in cash, subject to any applicable withholding taxes, pursuant to the tender offer consummated on April 1, 2015 pursuant to the terms of the Agreement and Plan of Merger, dated as of February 20, 2015 (as amended, the "Merger Agreement"), by and among the Issuer, Valeant Pharmaceuticals International ("VPI"), a Delaware corporation and a wholly owned subsidiary of Valeant, Sun Merger Sub, Inc. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of VPI, and solely for purposes of guaranteeing VPI's and Merger Sub's obligations under the Merger Agreement, Valeant Pharmaceuticals International, Inc. ("Valeant"), a British Columbia corporation.
2. Pursuant to the terms of the Merger Agreement, on April 1, 2015, each share of the Issuer's restricted stock issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) was converted into the right to receive $173.00 per share in cash, subject to any applicable withholding taxes.
3. The shares are held by the Thomas W. D'Alonzo Rev Trust U/A DTD 10/24/2001 for which the Reporting Person serves as co-trustee.
4. The shares are held by the Rachel L. D'Alonzo Rev Trust U/A DTD 10/24/2001 for which the Reporting Person serves as co-trustee.
5. Options are 100% vested.
6. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time (as defined in the Merger Agreement), each unexpired and unexercised option to purchase the Issuer's common stock, whether or not then exercisable or vested, was cancelled and, in exchange therefor, each option holder became entitled to receive a cash payment equal to the product of (i) the total number of shares previously subject to such option and (ii) the excess of the merger consideration ($173.00 per share) over the exercise price of the option.
Remarks:
/s/ Thomas D'Alonzo 04/03/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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