0000950103-13-005753.txt : 20131001
0000950103-13-005753.hdr.sgml : 20131001
20131001200716
ACCESSION NUMBER: 0000950103-13-005753
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130930
FILED AS OF DATE: 20131001
DATE AS OF CHANGE: 20131001
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Warner Chilcott plc
CENTRAL INDEX KEY: 0001323854
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 980626948
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1 GRAND CANAL SQUARE
CITY: DOCKLANDS, DUBLIN 2, IRELAND
STATE: L2
ZIP: 00000
BUSINESS PHONE: 353 1 897 2000
MAIL ADDRESS:
STREET 1: 1 GRAND CANAL SQUARE
CITY: DOCKLANDS, DUBLIN 2, IRELAND
STATE: L2
ZIP: 00000
FORMER COMPANY:
FORMER CONFORMED NAME: Warner Chilcott Ltd
DATE OF NAME CHANGE: 20060914
FORMER COMPANY:
FORMER CONFORMED NAME: Warner Chilcott Holdings Co Ltd
DATE OF NAME CHANGE: 20050414
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KING JOHN A
CENTRAL INDEX KEY: 0001134996
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-53772
FILM NUMBER: 131128307
MAIL ADDRESS:
STREET 1: SEAGOE INDUSTRIAL ESTATE, CRAIGAVON
STREET 2: NORTHERN IRELAND
CITY: HT63 5UA
STATE: L2
ZIP: 00000
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2013-09-30
1
0001323854
Warner Chilcott plc
WCRX
0001134996
KING JOHN A
C/O WARNER CHILCOTT CORPORATION
100 ENTERPRISE DRIVE
ROCKAWAY
NJ
07866
1
0
0
0
Ordinary shares, par value $0.01 per share
2013-09-30
4
D
0
4170
D
0
D
Ordinary shares, par value $0.01 per share
2013-10-01
4
D
0
1354046
D
0
I
By Roanzo Limited
Option to purchase ordinary shares par value $0.01 per share
5.68
2013-09-30
4
D
0
1341
D
2018-06-29
Ordinary shares, par value $0.01 per share
1341
0
D
Option to purchase ordinary shares par value $0.01 per share
4.74
2013-09-30
4
D
0
15300
D
2019-08-04
Ordinary shares, par value $0.01 per share
15300
0
D
Option to purchase ordinary shares par value $0.01 per share
14.41
2013-09-30
4
D
0
9640
D
2020-05-12
Ordinary shares, par value $0.01 per share
9640
0
D
Option to purchase ordinary shares par value $0.01 per share
21.57
2013-09-30
4
D
0
10100
D
2021-05-16
Ordinary shares, par value $0.01 per share
10100
0
D
Option to purchase ordinary shares par value $0.01 per share
12.96
2013-09-30
4
D
0
28660
D
2022-09-13
Ordinary shares, par value $0.01 per share
28660
0
D
Option to purchase ordinary shares par value $0.01 per share
14.99
2013-09-30
4
D
0
14680
D
2023-05-06
Ordinary shares, par value $0.01 per share
14680
0
D
Pursuant to the terms of the Transaction Agreement, dated as of May 19, 2013 (the "Transaction Agreement"), by and between Warner Chilcott plc ("Warner Chilcott"), Actavis, Inc., Actavis Limited ("New Actavis"), Actavis Ireland Holding Limited, Actavis W.C. Holding LLC and Actavis W.C. Holding 2 LLC, immediately prior to the effective time of the scheme (the "effective time"), each award of Warner Chilcott time-based restricted share units granted to the reporting person under the Warner Chilcott Equity Incentive Plan (the "Plan") became fully vested and was cancelled and converted into the right to receive at the effective time 0.160 of a New Actavis ordinary share for each Warner Chilcott ordinary share subject to the award immediately prior to the effective time, net of applicable tax withholdings. The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10.
Pursuant to the terms of the Transaction Agreement, at the effective time, each Warner Chilcott ordinary share owned by the reporting person immediately prior to the effective time was exchanged for 0.160 of a New Actavis ordinary share. The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10.
The option to purchase Warner Chilcott ordinary shares was fully vested on August 4, 2009.
The option to purchase Warner Chilcott ordinary shares was fully vested on May 12, 2010.
The option to purchase Warner Chilcott ordinary shares was fully vested on May 16, 2011.
The option to purchase Warner Chilcott ordinary shares was fully vested on May 7, 2012.
The option to purchase Warner Chilcott ordinary shares was fully vested on May 6, 2013.
The option to purchase Warner Chilcott ordinary shares was scheduled to fully vest on the day prior to the Issuer's 2014 Annual General Meeting.
Pursuant to the terms of the Transaction Agreement, immediately prior to the effective time, each option to purchase Warner Chilcott ordinary shares granted to the reporting person under the Plan, to the extent unexercised (whether or not vested), became fully vested and exercisable and was cancelled and converted into the right to receive at the effective time 0.160 of a New Actavis ordinary share for each net Warner Chilcott ordinary share subject to such option immediately prior to the effective time (calculated as the number of Warner Chilcott ordinary shares equal to the spread value (the difference between the exercise price and the applicable value at the time of conversion) with respect to such option, net of applicable tax withholdings). The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10.
/s/ John A. King
2013-10-01