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^*

LINEN JONATHAN S

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BAUSCH & LOMB INC [ BOL ]

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)
10/26/2007

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	10/26/2007		D		18,854	D	⁽¹⁾	0	D
Common Stock	10/26/2007		M		513	A	⁽²⁾	0	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)
Non-Qualified Stock Options	$34.85	10/26/2007		D			3,084	⁽⁴⁾	07/23/2011	Class B Stock	3,084	$31.25⁽⁴⁾	0	D
Non-Qualified Stock Options	$36.385	10/26/2007		D			4,088	⁽⁴⁾	07/22/2013	Class B Stock	4,088	$29.715⁽⁴⁾	0	D
Non-Qualified Stock Options	$28.715	10/26/2007		D			3,766	⁽⁴⁾	07/22/2012	Class B Stock	3,766	$37.385⁽⁴⁾	0	D
Non-Qualified Stock Options	$50.9375	10/26/2007		D			1,766	⁽⁴⁾	07/27/2008	Class B Stock	1,766	$15.1625⁽⁴⁾	0	D
Non-Qualified Stock Options	$61.305	10/26/2007		D			2,926	⁽³⁾	07/19/2014	Common Stock	2,926	$3.695⁽³⁾	0	D
Non-Qualified Stock Options	$61.9688	10/26/2007		D			1,822	⁽⁴⁾	07/24/2010	Class B Stock	2,926	$4.1312⁽⁴⁾	0	D
Phantom Stock	⁽²⁾	10/26/2007		M			513	⁽²⁾	⁽²⁾	Common Stock	513	⁽²⁾	0	I	Deferred Compensation Plan
See Footnote 5	⁽⁵⁾	10/26/2007		J			0⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	n/a⁽⁵⁾	0⁽⁵⁾	⁽⁵⁾	0⁽⁵⁾	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. Disposed of pursuant to agreement and plan of merger by and among issuer, WP Prism Inc. (f/k/a WP Prism LLC) and WP Prism Merger Sub Inc. (the "Merger Agreement") in exchange for $65.00 per share, without interest, less any applicable withholding tax, on the effective date of the merger.

2. The reported shares of phantom stock were cancelled in the merger pursuant to the Merger Agreement in exchange for a right to receive an amount in cash equal to the product of the number of issuer shares previously subject to such shares of phantom stock and the merger consideration ($65.00 per share), less any applicable withholding taxes. Each share of phantom stock was the economic equivalent of a share of issuer common stock.

3. This option was cancelled in the merger pursuant to the Merger Agreement in exchange for an amount in cash, without interest, equal to the product of (1) the number of shares of issuer stock previously subject to such option and (2) the excess, if any, of the merger consideration ($65.00 per share) over the purchase price per share previously subject to such option, less any required withholding taxes.

4. This option was cancelled in the merger pursuant to the Merger Agreement. Pursuant to the applicable award agreement, this option was exchanged for a cash payment equal to the product of the number of issuer shares previously subject to such option and the excess, if any, of the highest trading price of issuer common stock during the 60-day period concluding on the date of shareholder approval and adoption of the Merger Agreement over the purchase price per share previously subject to such option, less any required withholding taxes.

5. During the 2006-2007 time period, the issuer did not have a current prospectus under its registration statement on Form S-8 covering the issuance of stock to directors. As a result, director fees that were payable in stock and formula-based stock options were not awarded to directors, including the reporting peron, during that period. The reporting person will receive cash compensation based on the $65 per share merger consideration in lieu of stock-denominated fees and formula-based stock option grants which would have been awarded to directors in the ordinary course of business during the 2006-2007 time period under the issuers compensation plans.

	/s/ Robert D. Bailey, attorney-in-fact	10/30/2007
	** 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).
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