0001209191-14-045569.txt : 20140702 0001209191-14-045569.hdr.sgml : 20140702 20140702204753 ACCESSION NUMBER: 0001209191-14-045569 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140630 FILED AS OF DATE: 20140702 DATE AS OF CHANGE: 20140702 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Forest Laboratories, LLC CENTRAL INDEX KEY: 0000038074 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 111798614 STATE OF INCORPORATION: DE FISCAL YEAR END: 0913 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212)421-7850 MAIL ADDRESS: STREET 1: 909 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Tango Merger Sub 2 LLC DATE OF NAME CHANGE: 20140701 FORMER COMPANY: FORMER CONFORMED NAME: FOREST LABORATORIES INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kelly John Alexander CENTRAL INDEX KEY: 0001590030 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05438 FILM NUMBER: 14958514 MAIL ADDRESS: STREET 1: C/O FOREST LABORATORIES, INC. STREET 2: 909 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-06-30 1 0000038074 Forest Laboratories, LLC FRX 0001590030 Kelly John Alexander C/O FOREST LABORATORIES, INC. 909 THIRD AVENUE NEW YORK NY 10022 0 1 0 0 SVP - Chief Comm's & IR Restricted Stock 2014-07-01 4 D 0 13263 D 0 D Restricted Stock Units 0.00 2014-06-30 4 A 0 7989 0.00 A Common Stock 7989 7989 D Stock Option (Right to Buy) 47.18 2014-07-01 4 D 0 8476 D 2023-10-23 Common stock 8476 0 D Stock Option (Right to Buy) 47.18 2014-07-01 4 D 0 2724 D 2023-10-23 Common stock 2724 0 D Stock Option (Right to Buy) 92.65 2014-07-01 4 D 0 1079 D 2024-05-12 Common stock 1079 0 D Stock Option (Right to Buy) 92.65 2014-07-01 4 D 0 9631 D 2024-05-12 Common stock 9631 0 D Restricted Stock Units 0.00 2014-07-01 4 D 0 7989 D Common Stock 7989 0 D Outstanding restricted stock awards were assumed by Actavis pursuant to the Merger Agreement and replaced with an Actavis restricted stock unit award covering 0.4723 Actavis ordinary shares having a market value of $224 per share on the effective date of the merger for each issuer share underlying the restricted stock award. The restricted stock units will vest on the second anniversary of the grant date, subject to continued employment through such anniversary, and also to acceleration in the event of certain terminations of employment. The options, which vest in equal amounts on October 24, 2014, October 24, 2015, October 24, 2016, and October 24, 2017, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. The options, which vest in equal amounts on October 24, 2014, October 24, 2015, October 24, 2016, and October 24, 2017, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. The options, which vest on May 13, 2018, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. The options, 2,678 of which vest on May 13, 2015, 2,678 of which vest on May 13, 2016, 2,677 of which vest on May 13, 2017, and 1,598 of which vest on May 13, 2018, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. Outstanding restricted stock unit awards were assumed by Actavis pursuant to the Merger Agreement and replaced with an Actavis restricted stock unit award covering 0.4723 Actavis ordinary shares having a market value of $224 per share on the effective date of the merger for each issuer share underlying the restricted stock unit award. /s/ Rita Weinberger as attorney-in-fact for John Alexander Kelly 2014-07-02