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^*

Basgoz Nesli

(Last)

(First)

(Middle)

1 GRAND CANAL SQUARE, DOCKLANDS

(Street)

DUBLIN 2

00000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Actavis plc [ ACT ]

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)
07/01/2014

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)
Ordinary Shares, par value $0.0001	07/01/2014		A		3,160⁽¹⁾⁽²⁾	A	⁽¹⁾	3,160⁽²⁾	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)	$82.52	07/01/2014		A		4,959⁽¹⁾⁽³⁾		⁽¹⁾	05/18/2016	Ordinary Shares	4,959	$0	4,959	D
Stock Option (Right to Buy)	$97.62	07/01/2014		A		1,889⁽¹⁾⁽³⁾		⁽¹⁾	08/07/2016	Ordinary Shares	1,889	$0	1,889	D
Stock Option (Right to Buy)	$84.44	07/01/2014		A		1,889⁽¹⁾⁽³⁾		⁽¹⁾	08/12/2017	Ordinary Shares	1,889	$0	1,889	D
Stock Option (Right to Buy)	$81.16	07/01/2014		A		1,889⁽¹⁾⁽³⁾		⁽¹⁾	08/11/2018	Ordinary Shares	1,889	$0	1,889	D
Stock Option (Right to Buy)	$70.78	07/01/2014		A		2,619⁽¹⁾⁽³⁾		⁽¹⁾	08/22/2021	Ordinary Shares	2,619	$0	2,619	D
Stock Option (Right to Buy)	$73.13	07/01/2014		A		3,691⁽¹⁾⁽³⁾		⁽¹⁾	08/22/2022	Ordinary Shares	3,691	$0	3,691	D
Stock Option (Right to Buy)	$90.22	07/01/2014		A		2,790⁽¹⁾⁽³⁾		⁽¹⁾	08/14/2023	Ordinary Shares	2,790	$0	2,790	D

Explanation of Responses:

1. On July 1, 2014, the Issuer ("Actavis") acquired Forest Laboratories, Inc. ("Forest") through a series of merger transactions which resulted in Forest becoming an indirect wholly owned subsidiary of Actavis (the "Acquisition"). In connection with the Acquisition, (i) each unvested share of Forest restricted stock (each, a "Forest RSS") was converted into restricted stock units of Actavis (each, an "Actavis RSU") and (ii) each option to purchase Forest shares (each, a "Forest Option") was exchanged for an option to purchase ordinary shares of Actavis, in each case at a rate of 0.4723 Actavis award per corresponding Forest award. Each share of Forest common stock held by the Reporting Person was exchanged for $25.67 in cash plus 0.3326 of an Actavis ordinary share, with fractions of an Actavis ordinary share being cashed out at $219.00 per Actavis ordinary share.

2. Includes 1,401 Actavis RSUs issued upon the conversion of Forest RSS pursuant to the terms of the Acquisition.

3. Received in exchange for a Forest Option in connection with the Acquisition. The option is fully vested.

	/s/ A. Robert D. Bailey, Attorney-in-Fact for Reporting Person	07/03/2014
	** 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).
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