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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

PYOTT DAVID E I

(Last)

(First)

(Middle)

2525 DUPONT DRIVE

(Street)

IRVINE

92612

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLERGAN INC [ AGN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2015

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)
Common Stock	02/12/2015		G	V	114,548	D	$0	114,548	I	By D & J Pyott Living Trust
Common Stock	03/17/2015		D		165,658.1405⁽¹⁾⁽²⁾⁽³⁾	D	⁽¹⁾	0	D
Common Stock	03/17/2015		D		2,180.2798⁽¹⁾	D	⁽¹⁾	0	I	By 401(k) Trust
Common Stock	03/17/2015		D		2,896.9356⁽¹⁾	D	⁽¹⁾	0	I	By Esop Trust
Common Stock	03/17/2015		D		114,548⁽¹⁾	D	⁽¹⁾	0	I	By D & J Pyott Living Trust

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)
Employee Stock Option (Right to Buy)	$58.55	03/17/2015		D			386,800⁽⁴⁾	⁽⁵⁾	02/02/2017	Common Stock	386,800	⁽⁵⁾	0	I	By D & J Pyott Living Trust
Employee Stock Option (Right to Buy)	$64.47	03/17/2015		D			410,000	⁽⁵⁾	02/14/2018	Common Stock	410,000	⁽¹⁾	0	I	By D & J Pyott Living Trust
Employee Stock Option (Right to Buy)	$75.58	03/17/2015		D			375,000	⁽⁵⁾	02/17/2021	Common Stock	375,000	⁽¹⁾	0	I	By D & J Pyott Living Trust
Employee Stock Option (Right to Buy)	$87.91	03/17/2015		D			312,000	⁽⁵⁾	02/17/2022	Common Stock	312,000	⁽¹⁾	0	I	By D & J Pyott Living Trust
Employee Stock Option (Right to Buy)	$40.16	03/17/2015		D			533,000	⁽⁵⁾	02/20/2019	Common Stock	533,000	⁽¹⁾	0	I	By D & J Pyott Living Trust
Employee Stock Option (Right to Buy)	$105.87	03/17/2015		D			303,000	⁽⁵⁾	02/21/2023	Common Stock	303,000	⁽¹⁾	0	I	By D & J Pyott Living Trust
Employee Stock Option (Right to Buy)	$59.13	03/17/2015		D			422,400	⁽⁵⁾	02/22/2020	Common Stock	422,400	⁽¹⁾	0	I	By D & J Pyott Living Trust
Employee Stock Option (Right to Buy)	$125.07	03/17/2015		D			257,756	⁽⁵⁾	02/21/2024	Common Stock	257,756	⁽¹⁾	0	I	By D & J Pyott Living Trust

Explanation of Responses:

1. 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.

2. Includes 165,000 performance-based restricted stock units ("RSUs") previously reported on Form 4 filed on February 22, 2012. The RSUs vested in full on the Effective date pursuant to the terms of the Merger Agreement.

3. Includes shares acquired under the Allergan, Inc. Dividend Reinvestment Plan.

4. The option was previously reported as covering 193,400 shares at an exercise price of $117.10. The shares reported herein reflect a two-for-one stock split effected by the Issuer on June 22, 2007.

5. 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 David E.I. Pyott	03/19/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.