0001209191-14-046067.txt : 20140703 0001209191-14-046067.hdr.sgml : 20140703 20140703170944 ACCESSION NUMBER: 0001209191-14-046067 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140701 FILED AS OF DATE: 20140703 DATE AS OF CHANGE: 20140703 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: INTRIERI VINCENT J CENTRAL INDEX KEY: 0001350114 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05438 FILM NUMBER: 14961453 MAIL ADDRESS: STREET 1: C/O ICAHN CAPITAL LP STREET 2: 767 FIFTH AVENUE, SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-07-01 1 0000038074 Forest Laboratories, LLC FRX 0001350114 INTRIERI VINCENT J C/O FOREST LABORATORIES, INC. 909 THIRD AVENUE NEW YORK NY 10022 1 0 0 0 Common Stock 2014-07-01 4 D 0 441 D 0 D Restricted Stock 2014-07-01 4 D 0 1320 D 0 D Stock Option (Right to Buy) 40.70 2014-07-01 4 D 0 20000 D 2023-06-09 Common Stock 20000 0 D Stock Option (Right to Buy) 42.61 2014-07-01 4 D 0 5909 D 2023-08-14 Common Stock 5909 0 D Each share of common stock was disposed of pursuant to the Merger Agreement, dated as of February 17, 2014 (the "Merger Agreement"), by and among the issuer and Actavis plc ("Actavis"), Tango US Holdings Inc., Tango Merger Sub 1 LLC, and Tango Merger Sub 2 LLC in exchange for either (A) $26.04 in cash plus 0.3306 Actavis ordinary shares having a market value of $224 per share on the effective date of the merger or (B) $25.67 in cash plus 0.332623 Actavis ordinary shares having a market value of $224 per share on the effective date of the merger, depending on the consideration election made by the reporting person and the consideration election proration procedures set forth in the Merger Agreement. Pursuant to the terms of the Merger Agreement, each restricted share of common stock converted as of the effective time of the transaction into the right to receive $103.43 in cash. The options include 10,000 that are currently exercisable, 5,000 that vest on June 10, 2015, and 5,000 that vest on June 10, 2016. Pursuant to the terms of the Merger Agreement, (a) each vested option to purchase issuer common stock was 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 vested 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 such vested option by (y) 0.4723; and (b) each unvested option to purchase common stock converted as of the effective time of the transaction into the right to receive an amount in cash equal to the product of the excess, if any, of $103.43 over the exercise price per share of such unvested option multiplied by the number of shares of issuer common stock subject to such option. The options are currently exercisable. /s/ Vincent J. Intrieri 2014-07-02