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^*

Bailey A Robert D

(Last)

(First)

(Middle)

CLONSHAUGH BUSINESS AND

TECHNOLOGY PARK, COOLOCK, CO.

(Street)

DUBLIN

D17 E400

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Allergan plc [ AGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Chief Legal Off & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2020

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)
Ordinary Shares, par value $0.0001	05/08/2020		D		17,629.307	D	$0.00	0⁽¹⁾	D
Restricted Stock Units	05/08/2020		D		16,800	D	$0.00	0⁽²⁾	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)
Stock Options	$224	05/08/2020		D			16,524	⁽³⁾⁽⁴⁾	05/08/2023	Ordinary Shares	16,524	$0.00⁽⁴⁾	0	D
Stock Options	$103.79	05/08/2020		D			3,852	⁽³⁾⁽⁴⁾	08/06/2020	Ordinary Shares	3,852	$0.00⁽⁴⁾	0	D
Stock Options	$196.16	05/08/2020		D			509	⁽³⁾⁽⁴⁾	08/06/2020	Ordinary Shares	509	$0.00⁽⁴⁾	0	D
Stock Options	$103.79	05/08/2020		D			9,750	⁽³⁾⁽⁴⁾	08/06/2020	Ordinary Shares	9,750	$0.00⁽⁴⁾	0	D
Stock Options	$196.16	05/08/2020		D			12,304	⁽³⁾⁽⁴⁾	08/06/2020	Ordinary Shares	12,304	$0.00⁽⁴⁾	0	D
Performance Stock Units	⁽⁵⁾	05/08/2020		D			17,670	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	17,670	⁽⁵⁾	0	D

Explanation of Responses:

1. 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.

2. 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.

3. All of the stock options to purchase Allergan Shares ("Allergan Options") were vested as of May 8, 2020.

4. 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.

5. 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).

Remarks:

	/s/ Kira M. Schwartz	05/08/2020
	** Signature of Reporting Person	Date
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