0000899243-20-012742.txt : 20200511 0000899243-20-012742.hdr.sgml : 20200511 20200511214208 ACCESSION NUMBER: 0000899243-20-012742 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: Swanton Wayne R CENTRAL INDEX KEY: 0001728173 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36867 FILM NUMBER: 20866884 MAIL ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 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 0001728173 Swanton Wayne R CLONSHAUGH BUSINESS AND TECHNOLOGY PARK, COOLOCK, CO. DUBLIN L2 D17 E400 IRELAND 0 1 0 0 EVP, Global Operations Ordinary Shares, par value $0.0001 2020-05-08 4 D 0 8915 0.00 D 0 D Restricted Stock Units 2020-05-08 4 D 0 12050 0.00 D 0 D Stock Options 224.00 2020-05-08 4 D 0 5508 0.00 D 2023-05-08 Ordinary Shares 5508 0 D Stock Options 307.51 2020-05-08 4 D 0 1369 0.00 D 2023-05-08 Ordinary Shares 1369 0 D Performance Stock Units 2020-05-08 4 D 0 12129 D Ordinary Shares 12129 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