0000950103-13-005757.txt : 20131001 0000950103-13-005757.hdr.sgml : 20131001 20131001201958 ACCESSION NUMBER: 0000950103-13-005757 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: Halstead Michael CENTRAL INDEX KEY: 0001521548 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53772 FILM NUMBER: 131128318 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 0001521548 Halstead Michael C/O WARNER CHILCOTT CORPORATION 100 ENTERPRISE DRIVE ROCKAWAY NJ 07866 0 1 0 0 Senior V.P., Corp. Development Ordinary shares, par value $0.01 per share 2013-09-30 4 D 0 15470 D 36370 D Ordinary shares, par value $0.01 per share 2013-10-01 4 D 0 36370 D 0 D Performance Restricted Share Units 2013-09-30 4 D 0 15020 D Ordinary shares, par value $0.01 per share 15020 0 D Option to purchase ordinary shares par value $0.01 per share 6.37 2013-09-30 4 D 0 1945 D 2018-01-09 Ordinary shares, par value $0.01 per share 1945 0 D Option to purchase ordinary shares par value $0.01 per share 2.02 2013-09-30 4 D 0 6790 D 2019-01-19 Ordinary shares, par value $0.01 per share 6790 0 D Option to purchase ordinary shares par value $0.01 per share 10.35 2013-09-30 4 D 0 1463 D 2019-09-29 Ordinary shares, par value $0.01 per share 1463 0 D Option to purchase ordinary shares par value $0.01 per share 16.06 2013-09-30 4 D 0 6203 D 2020-01-28 Ordinary shares, par value $0.01 per share 6203 0 D Option to purchase ordinary shares par value $0.01 per share 21.49 2013-09-30 4 D 0 10340 D 2021-02-16 Ordinary shares, par value $0.01 per share 10340 0 D Option to purchase ordinary shares par value $0.01 per share 20.61 2013-09-30 4 D 0 9280 D 2021-06-29 Ordinary shares, par value $0.01 per share 9280 0 D Option to purchase ordinary shares par value $0.01 per share 13.35 2013-09-30 4 D 0 26050 D 2022-01-30 Ordinary shares, par value $0.01 per share 26050 0 D Option to purchase ordinary shares par value $0.01 per share 14.31 2013-09-30 4 D 0 53050 D 2023-02-12 Ordinary shares, par value $0.01 per share 53050 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. Pursuant to the terms of the Transaction Agreement, immediately prior to the effective time, each award of Warner Chilcott time- and performance-based restricted ordinary shares granted to the reporting person under the Plan became fully vested (at 100% of target for performance-based restricted ordinary shares) and, at the effective time, each Warner Chilcott ordinary share owned by the reporting person immediately prior to the effective time (including vested Warner Chilcott time- and performance-based restricted ordinary shares) was exchanged for 0.160 of a New Actavis ordinary share, net of applicable tax withholdings, if any. The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10. Pursuant to the terms of the Transaction Agreement, immediately prior to the effective time, each award of Warner Chilcott performance-based restricted share units granted to the reporting person under the Plan was fully vested at 100% of target 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 January 10, 2012. The option to purchase Warner Chilcott ordinary shares was fully vested on January 20, 2013. The option to purchase Warner Chilcott ordinary shares vested or was scheduled to vest in four equal annual installments beginning on September 30, 2010. The option to purchase Warner Chilcott ordinary shares vested or was scheduled to vest in four equal annual installments beginning on January 29, 2011. The option to purchase Warner Chilcott ordinary shares vested or was scheduled to vest in four equal annual installments beginning on February 17, 2012. The option to purchase Warner Chilcott ordinary shares vested or was scheduled to vest in four equal annual installments beginning on June 30, 2012. The option to purchase Warner Chilcott ordinary shares vested or was scheduled to vest in four equal annual installments beginning on January 31, 2013. The option to purchase Warner Chilcott ordinary shares was scheduled to vest in four equal annual installments beginning on February 13, 2014. 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/ Michael Halstead 2013-10-01