0001209191-17-064964.txt : 20171211
0001209191-17-064964.hdr.sgml : 20171211
20171211141745
ACCESSION NUMBER: 0001209191-17-064964
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171107
FILED AS OF DATE: 20171211
DATE AS OF CHANGE: 20171211
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WEISHAR GREGORY S
CENTRAL INDEX KEY: 0001194422
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33380
FILM NUMBER: 171249223
MAIL ADDRESS:
STREET 1: ONE CVS DR
CITY: WOONSOCKET
STATE: RI
ZIP: 02895
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PharMerica CORP
CENTRAL INDEX KEY: 0001388195
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912]
IRS NUMBER: 870792558
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1901 CAMPUS PLACE
CITY: LOUISVILLE
STATE: KY
ZIP: 40299
BUSINESS PHONE: 502.627.7000
MAIL ADDRESS:
STREET 1: 1901 CAMPUS PLACE
CITY: LOUISVILLE
STATE: KY
ZIP: 40299
FORMER COMPANY:
FORMER CONFORMED NAME: SAFARI HOLDING CORP
DATE OF NAME CHANGE: 20070130
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-11-07
1
0001388195
PharMerica CORP
PMC
0001194422
WEISHAR GREGORY S
1901 CAMPUS PLACE
LOUISVILLE
KY
40299
1
1
0
0
Chief Executive Officer
Common Stock, $0.01 par value
2017-11-03
5
G
0
E
51282
0.00
D
444001
D
Common Stock, $0.01 par value
2017-12-07
4
D
0
440001
29.25
D
0
D
Common Stock, $0.01 par value
2017-12-07
4
S
0
519589
29.25
D
0
I
By Trust
Common Stock, $0.01 par value
2017-12-07
4
S
0
1500
29.25
D
0
I
By Son
Performance share units
0.00
2017-12-07
4
A
0
146521
A
Common Stock, par value $0.01 per share
146521
146521
D
Performance share units
0.00
2017-12-07
4
D
0
146521
D
Common Stock, par value $0.01 per share
146521
0
D
Employee Stock Option
10.84
2017-12-07
4
D
0
182801
18.41
D
2018-03-25
Common Stock, par value $0.01 per share
182801
0
D
On November 3, 2017, the reporting person irrevocably transferred 51,282 shares to the Weishar Family Foundation.
The reported securities do not include 519,589 shares transferred on November 3, 2017 to the Greg S. Weishar Delaware Trust, for which securities the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
Pursuant to the terms of the Agreement and Plan of Merger, dated as of August 1, 2017 (the "Merger Agreement"), by and among PharMerica Corporation (the "Company"), Phoenix Parent Holdings Inc., a Delaware corporation ("Parent"), and Phoenix Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, at the effective time ("Effective Time") of the merger, Merger Sub will merge with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of Parent.
Pursuant to the terms of the Merger Agreement, as of the Effective Time (i) a portion of the Company's common stock, par value $0.01 per share ("Company Common Stock") owned by the reporting person was converted into shares of Parent common stock, par value $0.01 per share, (ii)the remaining shares of Company Common Stock owned by the reporting person were converted into the right to receive $29.25 in cash without interest (the "Merger Consideration") and (iii) each outstanding restricted stock unit granted by the Company was converted automatically into a right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such unit, such number of shares based on target performance in the case of performance stock units, multiplied by (y) the Merger Consideration.
The options vested in the following amounts on the following dates: 45,700 options on 03/25/2012, 45,700 options on 03/25/2013, 45,700 options on 03/25/2014 and 45,701 options on 03/25/2015.
Pursuant to the Merger Agreement, at the Effective Time, each outstanding employee option, whether vested or unvested ("Company Stock Option") became fully vested and was converted automatically into the right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such option, multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option.
Gregory Weishar
2017-12-08