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