0000899243-20-012740.txt : 20200511
0000899243-20-012740.hdr.sgml : 20200511
20200511214108
ACCESSION NUMBER: 0000899243-20-012740
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200508
FILED AS OF DATE: 20200511
DATE AS OF CHANGE: 20200511
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Nicholson C. David
CENTRAL INDEX KEY: 0001674650
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36867
FILM NUMBER: 20866880
MAIL ADDRESS:
STREET 1: 400 INTERPACE PARKWAY
CITY: PARSIPPANY
STATE: NJ
ZIP: 07054
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Allergan plc
CENTRAL INDEX KEY: 0001578845
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: L2
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: CLONSHAUGH BUSINESS AND TECHNOLOGY PARK
CITY: COOLOCK, DUBLIN
STATE: L2
ZIP: D17 E400
BUSINESS PHONE: (216) 523-5000
MAIL ADDRESS:
STREET 1: CLONSHAUGH BUSINESS AND TECHNOLOGY PARK
CITY: COOLOCK, DUBLIN
STATE: L2
ZIP: D17 E400
FORMER COMPANY:
FORMER CONFORMED NAME: Actavis plc
DATE OF NAME CHANGE: 20130930
FORMER COMPANY:
FORMER CONFORMED NAME: Actavis Ltd
DATE OF NAME CHANGE: 20130607
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-05-08
1
0001578845
Allergan plc
AGN
0001674650
Nicholson C. David
CLONSHAUGH BUSINESS AND
TECHNOLOGY PARK, COOLOCK, CO.
DUBLIN
L2
D17 E400
IRELAND
0
1
0
0
EVP Chief R&D Officer
Ordinary Shares, par value $0.0001
2020-05-08
4
D
0
9999
0.00
D
0
D
Restricted Stock Units
2020-05-08
4
D
0
25201
0.00
D
0
D
Stock Options
215.77
2020-05-08
4
D
0
17006
0.00
D
2023-05-08
Ordinary Shares
1169
0
D
Performance Stock Units
2020-05-08
4
D
0
26506
D
Ordinary Shares
26506
0
D
Reflects the disposition of ordinary shares ("Allergan Shares") of Allergan plc ("Allergan") as contemplated by the Transaction Agreement dated as of June 25, 2019 among AbbVie Inc. ("AbbVie"), Venice Subsidiary, LLC ("Acquirer Sub") and Allergan (the "Transaction Agreement"), pursuant to which Acquirer Sub acquired Allergan pursuant to a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act of 2014 and the capital reduction under Sections 84 and 85 of the Act (the "Scheme"). In accordance with the terms of the Transaction Agreement, at the effective time of the Scheme, each Allergan Share was converted into $120.30 in cash and 0.8660 of a newly issued share of AbbVie common stock, par value $0.01 per share.
Reflects the disposition of restricted stock units relating to Allergan Shares ("Allergan RSUs") as contemplated by the Transaction Agreement. In accordance with the terms of the Transaction Agreement, at the effective time of the Scheme, each Allergan RSU was substituted by AbbVie with a corresponding AbbVie restricted stock unit award relating to shares of AbbVie common stock, with the number of shares of AbbVie common stock subject to such award determined in accordance with the formula set forth in the Transaction Agreement.
All of the stock options to purchase Allergan Shares ("Allergan Options") were vested as of May 8, 2020.
Reflects the disposition of Allergan Options as contemplated by the Transaction Agreement. In accordance with the terms of the Transaction Agreement, at the effective time of the Scheme, each Allergan Option was substituted by AbbVie with a corresponding AbbVie stock option relating to shares of AbbVie common stock, with the number of shares of AbbVie common stock subject to such stock option and the exercise price per share applicable to such stock option determined in accordance with the formulas set forth in the Transaction Agreement.
Reflects the disposition of performance stock units relating to Allergan Shares ("Allergan PSUs") as contemplated by the Transaction Agreement. In accordance with the terms of the Transaction Agreement, at the effective time of the Scheme, was substituted by AbbVie with an AbbVie restricted stock unit award relating to shares of AbbVie common stock, that vests based on the holder's continued service following the effective time of the Scheme, with the number of shares of AbbVie common stock subject to such award determined in accordance with the formulas set forth in the Transaction Agreement (which, for any Allergan performance stock unit awards that were subject to performance-based vesting conditions on June 25, 2019, was calculated based on deemed satisfaction of performance at 130% of target).
/s/ Kira M. Schwartz, Attorney-in-Fact for the Reporting Person
2020-05-08