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^*

BUCHI J KEVIN

(Last)

(First)

(Middle)

41 MOORES ROAD

(Street)

FRAZER

19355

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CEPHALON INC [ CEPH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2011

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	10/14/2011		D⁽¹⁾		172,962⁽²⁾	D	⁽¹⁾	0	D
Common Stock	10/14/2011		D⁽¹⁾		2,592	D	⁽¹⁾	0	I	By Trust

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)
Incentive Stock Option	$71.96	10/14/2011		D⁽³⁾			1,264	12/20/2005⁽⁴⁾	12/20/2011	Common Stock	1,264	⁽³⁾	0	D
Incentive Stock Option	$71.96	10/14/2011		D⁽³⁾			125	12/20/2005⁽⁴⁾	12/20/2011	Common Stock	125	⁽³⁾	0	D
Non-Qualified Stock Option	$71.96	10/14/2011		D⁽³⁾			45,736	12/20/2005⁽⁴⁾	12/20/2011	Common Stock	45,736	⁽³⁾	0	D
Non-Qualified Stock Option	$71.96	10/14/2011		D⁽³⁾			375	12/20/2005⁽⁴⁾	12/20/2011	Common Stock	375	⁽³⁾	0	D
Non-Qualified Stock Option	$51.17	10/14/2011		D⁽³⁾			55,000	12/20/2006⁽⁴⁾	12/20/2012	Common Stock	55,000	⁽³⁾	0	D
Incentive Stock Option	$48.2	10/14/2011		D⁽³⁾			4,148	12/17/2007⁽⁴⁾	12/17/2013	Common Stock	4,148	⁽³⁾	0	D
Non-Qualified Stock Option	$48.2	10/14/2011		D⁽³⁾			20,852	12/17/2007⁽⁴⁾	12/17/2013	Common Stock	20,852	⁽³⁾	0	D
Incentive Stock Option	$48.06	10/14/2011		D⁽³⁾			2,080	12/16/2008⁽⁴⁾	12/16/2014	Common Stock	2,080	⁽³⁾	0	D
Non-Qualified Stock Option	$48.06	10/14/2011		D⁽³⁾			17,920	12/16/2008⁽⁴⁾	12/16/2014	Common Stock	17,920	⁽³⁾	0	D
Incentive Stock Option	$51.08	10/14/2011		D⁽³⁾			1,957	12/01/2009⁽⁴⁾	12/01/2015	Common Stock	1,957	⁽³⁾	0	D
Non-Qualified Stock Option	$51.08	10/14/2011		D⁽³⁾			48,043	12/01/2009⁽⁴⁾	12/01/2015	Common Stock	48,043	⁽³⁾	0	D
Incentive Stock Option	$71.07	10/14/2011		D⁽³⁾			1,407	12/19/2010⁽⁴⁾	12/19/2016	Common Stock	1,407	⁽³⁾	0	D
Non-Qualified Stock Option	$71.07	10/14/2011		D⁽³⁾			48,593	12/19/2010⁽⁴⁾	12/19/2016	Common Stock	48,593	⁽³⁾	0	D
Incentive Stock Option	$76.11	10/14/2011		D⁽³⁾			1,313	12/13/2011⁽⁴⁾	12/13/2017	Common Stock	1,313	⁽³⁾	0	D
Non-Qualified Stock Option	$76.11	10/14/2011		D⁽³⁾			48,687	12/13/2011⁽⁴⁾	12/13/2017	Common Stock	48,687	⁽³⁾	0	D
Incentive Stock Option	$73.25	10/14/2011		D⁽³⁾			1,365	12/11/2012⁽⁴⁾	12/11/2018	Common Stock	1,365	⁽³⁾	0	D
Non-Qualified Stock Option	$73.25	10/14/2011		D⁽³⁾			48,635	12/11/2012⁽⁴⁾	12/11/2018	Common Stock	48,635	⁽³⁾	0	D
Incentive Stock Option	$56.07	10/14/2011		D⁽³⁾			1,784	12/02/2013⁽⁴⁾	12/02/2019	Common Stock	1,784	⁽³⁾	0	D
Non-Qualified Stock Option	$56.07	10/14/2011		D⁽³⁾			48,216	12/02/2013⁽⁴⁾	12/02/2019	Common Stock	48,216	⁽³⁾	0	D
Incentive Stock Option	$63.11	10/14/2011		D⁽³⁾			1,584	12/16/2014⁽⁴⁾	12/16/2020	Common Stock	1,584	⁽³⁾	0	D
Non-Qualified Stock Option	$63.11	10/14/2011		D⁽³⁾			78,416	12/16/2014⁽⁴⁾	12/16/2020	Common Stock	78,416	⁽³⁾	0	D
Incentive Stock Option	$59.4	10/14/2011		D⁽³⁾			1,683	02/01/2015⁽⁴⁾	02/01/2021	Common Stock	1,683	⁽³⁾	0	D
Non-Qualified Stock Option	$59.4	10/14/2011		D⁽³⁾			68,317	02/01/2015⁽⁴⁾	02/01/2021	Common Stock	68,317	⁽³⁾	0	D

Explanation of Responses:

1. Common Stock was converted pursuant to the Agreement and Plan of Merger, dated as of May 1, 2011, among Teva Pharmaceutical Industries Ltd., Copper Acquisition Corp. and Cephalon, Inc. (the "Merger Agreement") into the right to receive the Merger Consideration (as defined in the Merger Agreement) of $81.50 per share in cash.

2. Includes 72,500 shares of Restricted Stock with certain vesting restrictions, which restrictions lapsed under the terms of the Merger Agreement at the Effective Time of the Merger.

3. Options were canceled at the Effective Time of the Merger pursuant to the terms of the Merger Agreement in exchange for a cash payment for each share subject to the option equal to the difference between the Merger Consideration of $81.50 per share and the exercise price of the option.

4. Reflects four-year anniversary from date of grant. Options vest 25% on each anniversary of grant and expire ten years from date of grant.

	Carolyn S. Iosca, Attorney-in-Fact for Kevin Buchi	10/17/2011
	** Signature of Reporting Person	Date
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