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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ALLERGAN INC [ AGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/17/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/17/2015 | M | 7,527.44(1) | A | (1) | 14,991.44 | D | |||
Common Stock | 03/17/2015 | D | 14,991.44(2)(3) | D | (2) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Phantom Stock Units | (1) | 03/17/2015 | M | 7,527.44 | 03/17/2015 | 03/17/2015 | Common Stock | 7,527.44 | (1) | 0 | D | ||||
Nonemployee Director Stock Option (Right to Buy) | $36.49 | 03/17/2015 | D | 1,000(4) | 04/26/2006(5) | 04/26/2015 | Common Stock | 1,000 | (5) | 0 | D | ||||
Nonemployee Director Stock Option (Right to Buy) | $51.715 | 03/17/2015 | D | 4,000(6) | 05/02/2007(5) | 05/02/2016 | Common Stock | 4,000 | (5) | 0 | D | ||||
Nonemployee Director Stock Option (Right to Buy) | $60.6 | 03/17/2015 | D | 1,400(7) | (5) | 05/01/2017 | Common Stock | 1,400 | (5) | 0 | D | ||||
Nonemployee Director Stock Option (Right to Buy) | $54.32 | 03/17/2015 | D | 11,400 | (5) | 05/06/2018 | Common Stock | 11,400 | (5) | 0 | D | ||||
Nonemployee Director Stock Option (Right to Buy) | $46.66 | 03/17/2015 | D | 11,400 | (5) | 04/30/2019 | Common Stock | 11,400 | (5) | 0 | D | ||||
Nonemployee Director Stock Option (Right to Buy) | $61.98 | 03/17/2015 | D | 11,400 | (5) | 04/29/2020 | Common Stock | 11,400 | (5) | 0 | D | ||||
Nonemployee Director Stock Option (Right to Buy) | $166.32 | 03/17/2015 | D | 4,305 | (5) | 05/06/2024 | Common Stock | 4,305 | (5) | 0 | D |
Explanation of Responses: |
1. Each phantom stock unit ("PSU") was the economic equivalent of one shares of the Issuer's common stock. Each PSU settled in full on the Effective date (as define below) in connection with the reporting person's termination of service. The amount shown includes shares acquired pursuant to dividend rights attached to each PSU. |
2. Pursuant to that certain Agreement and Plan of Merger dated November 16, 2014, (the "Merger Agreement") by and among the Issuer, Actavis, Plc ("Actavis) and a wholly-owned subsidiary of Actavis, the Issuer became an indirect wholly-owned subsidiary of Actavis upon consummation of the merger (the "Effective Date"). Each share of common stock was disposed of in exchange for $129.22 cash plus 0.3683 of an Actavis ordinary share, having a market value of $307.51 per share on the Effective Date. |
3. The number of shares reported on this line item includes shares acquired pursuant to dividend rights attached to restricted stock units that were previously granted and reported as Table 1, Non-Derivative Securities. |
4. The option was previously reported as covering 5,700 shares at an exercise price of $121.20. The issuer effected a two-for-one stock split on June 22, 2007, which resulted in 11,400 shares held by the reporting person at an exercise price of $60.60. |
5. Each option vested in full on the Effective Date and was cancelled in exchange for a cash payment equal to the number of shares subject to the option immediately prior to the merger, multiplied by the difference between (i) 0.3683 times $294.1509 (which represents the 10-day volume weighted average price of Actavis stock starting on the 11th trading day prior to the closing) plus $129.22 and (ii) the exercise price of the option, subject to the applicable withholding taxes and pursuant to the procedures set forth in the Merger Agreement. |
6. The option was previously reported as covering 4,500 shares at an exercise price of $103.43. The issuer effected a two-for-one stock split on June 22, 2007, which resulted in 9,000 shares held by the reporting person at an exercise price of $51.72. Five thousand (5,000) shares subject to the option were exercised prior to the Effective Date. |
7. The option was previously reported as covering 5,700 shares at an exercise price of $121.20. The issuer effected a two-for-one stock split on June 22, 2007, which resulted in 11,400 shares held by the reporting person at an exercise price of $60.60. Ten thousand (10,000) shares subject to the option were exercised prior to the Effective Date. |
/s/ Matthew J. Maletta, Attorney-in-Fact for Trevor M. Jones | 03/19/2015 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |