0001127602-15-012125.txt : 20150319 0001127602-15-012125.hdr.sgml : 20150319 20150319193332 ACCESSION NUMBER: 0001127602-15-012125 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150317 FILED AS OF DATE: 20150319 DATE AS OF CHANGE: 20150319 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALLERGAN INC CENTRAL INDEX KEY: 0000850693 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 951622442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2525 DUPONT DRIVE CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 7142464500 MAIL ADDRESS: STREET 1: P.O. BOX 19534 CITY: IRVINE STATE: CA ZIP: 92713-9534 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAY RUSSELL T CENTRAL INDEX KEY: 0001225960 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10269 FILM NUMBER: 15714182 MAIL ADDRESS: STREET 1: 2525 DUPONT DR CITY: IRVINE STATE: CA ZIP: 92612 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2015-03-17 1 0000850693 ALLERGAN INC AGN 0001225960 RAY RUSSELL T 2525 DUPONT DRIVE IRVINE CA 92612 1 Common Stock 2015-03-17 4 D 0 27167 D 0 D Nonemployee Director Stock Option (Right to Buy) 51.715 2015-03-17 4 D 0 9000 0 D 2007-05-02 2016-05-02 Common Stock 9000 0 D Nonemployee Director Stock Option (Right to Buy) 60.60 2015-03-17 4 D 0 11400 0 D 2017-05-01 Common Stock 11400 0 D Nonemployee Director Stock Option (Right to Buy) 54.32 2015-03-17 4 D 0 11400 0 D 2018-05-06 Common Stock 11400 0 D Nonemployee Director Stock Option (Right to Buy) 46.66 2015-03-17 4 D 0 11400 0 D 2019-04-30 Common Stock 11400 0 D Nonemployee Director Stock Option (Right to Buy) 61.98 2015-03-17 4 D 0 11400 0 D 2020-04-29 Common Stock 11400 0 D Nonemployee Director Stock Option (Right to Buy) 166.32 2015-03-17 4 D 0 4305 0 D 2024-05-06 Common Stock 4305 0 D Pursuant to that certain Agreement and Plan of Merger dated November 16, 2014, (the "Merger Agreement") by and among the Issuer, Actavis, Plc ("Actavis) and a wholly-owned subsidiary of Actavis, the Issuer became an indirect wholly-owned subsidiary of Actavis upon consummation of the merger (the "Effective Date"). Each share of common stock was disposed of in exchange for $129.22 cash plus 0.3683 of an Actavis ordinary share, having a market value of $307.51 per share on the Effective Date. The number of shares reported on this line item includes shares acquired pursuant to dividend rights attached to restricted stock units that were previously granted and reported as Table 1, Non-Derivative Securities. The option was previously reported as covering 4,500 shares at an exercise price of $103.43. The issuer effected a two-for-one stock split on June 22, 2007, which resulted in 9,000 shares held by the reporting person at an exercise price of $51.7150. The option was previously reported as covering 5,700 shares at an exercise price of $121.20. The Issuer effected a two-for-one stock split on June 22, 2007, which resulted in 11,400 shares held by the reporting person at an exercise price of $60.60. Each option vested in full on the Effective Date and was cancelled in exchange for a cash payment equal to the number of shares subject to the option immediately prior to the merger, multiplied by the difference between (i) 0.3683 times $294.1509 (which represents the 10-day volume weighted average price of Actavis stock starting on the 11th trading day prior to the closing) plus $129.22 and (ii) the exercise price of the option, subject to the applicable withholding taxes and pursuant to the procedures set forth in the Merger Agreement. /s/ Matthew J. Maletta, Attorney-in-Fact for Russell T. Ray 2015-03-19