SEC FORM 4

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^*

THOMPSON VIRGIL D

(Last)

(First)

(Middle)

1300 NORTH KELLOGG DRIVE,

SUITE D

(Street)

ANAHEIM

92807

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QUESTCOR PHARMACEUTICALS INC [ QCOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/14/2014		D⁽¹⁾		29,867	D	⁽¹⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$6.36	08/14/2014		D⁽²⁾			7,500	⁽³⁾	01/12/2019	Common Stock	7,500	⁽²⁾	0	D
Stock Option (right to buy)	$9.31	08/14/2014		D⁽²⁾			25,000	⁽³⁾	12/31/2018	Common Stock	25,000	⁽²⁾	0	D
Stock Option (right to buy)	$4.75	08/14/2014		D⁽²⁾			2,813	⁽³⁾	12/31/2019	Common Stock	2,813	⁽²⁾	0	D
Stock Option (right to buy)	$14.73	08/14/2014		D⁽²⁾			10,000	⁽³⁾	12/31/2020	Common Stock	10,000	⁽²⁾	0	D
Stock Option (right to buy)	$14.73	08/14/2014		D⁽²⁾			13,437	⁽³⁾	12/31/2020	Common Stock	13,437	⁽²⁾	0	D
Stock Option (right to buy)	$40.37	08/14/2014		D⁽²⁾			17,714	⁽³⁾	05/09/2022	Common Stock	17,714	⁽²⁾	0	D
Stock Option (right to buy)	$34.86	08/14/2014		D⁽²⁾			10,709	⁽³⁾	05/23/2023	Common Stock	10,709	⁽²⁾	0	D

Explanation of Responses:

1. 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").

2. Pursuant to terms of the Merger, at the Effective Time, each Questcor stock option, whether vested or unvested, held by Questcor non-employee directors 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.

3. Fully exercisable.

Remarks:

	/s/ Virgil D. Thompson	08/18/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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