0000950103-13-005752.txt : 20131001 0000950103-13-005752.hdr.sgml : 20131001 20131001200450 ACCESSION NUMBER: 0000950103-13-005752 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130930 FILED AS OF DATE: 20131001 DATE AS OF CHANGE: 20131001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Warner Chilcott plc CENTRAL INDEX KEY: 0001323854 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 980626948 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 GRAND CANAL SQUARE CITY: DOCKLANDS, DUBLIN 2, IRELAND STATE: L2 ZIP: 00000 BUSINESS PHONE: 353 1 897 2000 MAIL ADDRESS: STREET 1: 1 GRAND CANAL SQUARE CITY: DOCKLANDS, DUBLIN 2, IRELAND STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Warner Chilcott Ltd DATE OF NAME CHANGE: 20060914 FORMER COMPANY: FORMER CONFORMED NAME: Warner Chilcott Holdings Co Ltd DATE OF NAME CHANGE: 20050414 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Sullivan Patrick J CENTRAL INDEX KEY: 0001468785 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53772 FILM NUMBER: 131128302 MAIL ADDRESS: STREET 1: C/O WARNER CHILCOTT CORPORATION STREET 2: 100 ENTERPRISE DRIVE CITY: ROCKAWAY STATE: NJ ZIP: 07866 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2013-09-30 1 0001323854 Warner Chilcott plc WCRX 0001468785 O'Sullivan Patrick J C/O WARNER CHILCOTT CORPORATION 100 ENTERPRISE DRIVE ROCKAWAY NJ 07866 1 0 0 0 Ordinary shares, par value $0.01 per share 2013-09-30 4 D 0 4170 D 0 D Option to purchase ordinary shares par value $0.01 per share 4.74 2013-09-30 4 D 0 15300 D 2019-08-04 Ordinary shares, par value $0.01 per share 15300 0 D Option to purchase ordinary shares par value $0.01 per share 14.41 2013-09-30 4 D 0 9640 D 2020-05-12 Ordinary shares, par value $0.01 per share 9640 0 D Option to purchase ordinary shares par value $0.01 per share 21.57 2013-09-30 4 D 0 10100 D 2021-05-16 Ordinary shares, par value $0.01 per share 10100 0 D Option to purchase ordinary shares par value $0.01 per share 12.96 2013-09-30 4 D 0 28660 D 2022-09-13 Ordinary shares, par value $0.01 per share 28660 0 D Option to purchase ordinary shares par value $0.01 per share 14.99 2013-09-30 4 D 0 14680 D 2023-05-06 Ordinary shares, par value $0.01 per share 14680 0 D Pursuant to the terms of the Transaction Agreement, dated as of May 19, 2013 (the "Transaction Agreement"), by and between Warner Chilcott plc ("Warner Chilcott"), Actavis, Inc., Actavis Limited ("New Actavis"), Actavis Ireland Holding Limited, Actavis W.C. Holding LLC and Actavis W.C. Holding 2 LLC, immediately prior to the effective time of the scheme (the "effective time"), each award of Warner Chilcott time-based restricted share units granted to the reporting person under the Warner Chilcott Equity Incentive Plan (the "Plan") became fully vested and was cancelled and converted into the right to receive at the effective time 0.160 of a New Actavis ordinary share for each Warner Chilcott ordinary share subject to the award immediately prior to the effective time, net of applicable tax withholdings. The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10. The option to purchase Warner Chilcott ordinary shares was fully vested on May 12, 2010. The option to purchase Warner Chilcott ordinary shares was fully vested on May 16, 2011. The option to purchase Warner Chilcott ordinary shares was fully vested on May 7, 2012. The option to purchase Warner Chilcott ordinary shares was fully vested on May 6, 2013. The option to purchase Warner Chilcott ordinary shares was scheduled to fully vest on the day prior to the Issuer's 2014 Annual General Meeting. Pursuant to the terms of the Transaction Agreement, immediately prior to the effective time, each option to purchase Warner Chilcott ordinary shares granted to the reporting person under the Plan, to the extent unexercised (whether or not vested), became fully vested and exercisable and was cancelled and converted into the right to receive at the effective time 0.160 of a New Actavis ordinary share for each net Warner Chilcott ordinary share subject to such option immediately prior to the effective time (calculated as the number of Warner Chilcott ordinary shares equal to the spread value (the difference between the exercise price and the applicable value at the time of conversion) with respect to such option, net of applicable tax withholdings). The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10. /s/ Patrick J. O'Sullivan 2013-10-01