0001209191-14-046073.txt : 20140703 0001209191-14-046073.hdr.sgml : 20140703 20140703171329 ACCESSION NUMBER: 0001209191-14-046073 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: Francis Perier I Jr CENTRAL INDEX KEY: 0001304404 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05438 FILM NUMBER: 14961482 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 2014-07-01 1 0000038074 Forest Laboratories, LLC FRX 0001304404 Francis Perier I Jr C/O FOREST LABORATORIES, INC. 909 THIRD AVENUE NEW YORK NY 10022 0 1 0 0 EVP - Chief Financial Officer Common Stock 2014-07-01 4 D 0 62071 D 0 D Restricted Stock 2014-07-01 4 D 0 23580 D 0 D Stock Option (Right to Buy) 44.74 2014-07-01 4 D 0 88825 D 2014-09-30 Common stock 88825 0 D Stock Option (Right to Buy) 44.74 2014-07-01 4 D 0 11175 D 2014-09-30 Common stock 11175 0 D Stock Option (Right to Buy) 40.29 2014-07-01 4 D 0 47518 D 2015-12-09 Common stock 47518 0 D Stock Option (Right to Buy) 40.29 2014-07-01 4 D 0 2482 D 2015-12-09 Common stock 2482 0 D Stock Option (Right to Buy) 51.54 2014-07-01 4 D 0 73060 D 2016-12-08 Common stock 73060 0 D Stock Option (Right to Buy) 51.54 2014-07-01 4 D 0 1940 D 2016-12-08 Common stock 1940 0 D Stock Option (Right to Buy) 37.26 2014-07-01 4 D 0 2684 D 2017-12-05 Common stock 2684 0 D Stock Option (Right to Buy) 37.26 2014-07-01 4 D 0 47316 D 2017-12-05 Common stock 47316 0 D Stock Option (Right to Buy) 24.12 2014-07-01 4 D 0 4145 D 2018-12-08 Common stock 4145 0 D Stock Option (Right to Buy) 24.12 2014-07-01 4 D 0 45855 D 2018-12-08 Common stock 45855 0 D Stock Option (Right to Buy) 31.27 2014-07-01 4 D 0 3198 D 2019-12-06 Common stock 3198 0 D Stock Option (Right to Buy) 31.27 2014-07-01 4 D 0 56802 D 2019-12-06 Common stock 56802 0 D Stock Option (Right to Buy) 31.27 2014-07-01 4 D 0 75000 D 2020-12-05 Common stock 75000 0 D Stock Option (Right to Buy) 30.00 2014-07-01 4 D 0 3333 D 2021-12-04 Common stock 3333 0 D Stock Option (Right to Buy) 30.00 2014-07-01 4 D 0 71667 D 2021-12-04 Common stock 71667 0 D Stock Option (Right to Buy) 34.04 2014-07-01 4 D 0 2938 D 2022-05-06 Common stock 2938 0 D Stock Option (Right to Buy) 34.04 2014-07-01 4 D 0 31018 D 2022-05-06 Common stock 31018 0 D Stock Option (Right to Buy) 37.88 2014-07-01 4 D 0 2640 D 2023-05-20 Common stock 2640 0 D Stock Option (Right to Buy) 37.88 2014-07-01 4 D 0 65188 D 2023-05-20 Common stock 65188 0 D Performance Stock Units 0.00 2014-07-01 4 A 0 32636 0.00 A Common stock 32636 32636 D Performance Stock Units 0.00 2014-07-01 4 A 0 18632 0.00 A Common stock 18632 18632 D Performance Stock Units 0.00 2014-07-01 4 D 0 32636 D Common stock 32636 0 D Performance Stock Units 0.00 2014-07-01 4 D 0 18632 D Common stock 18632 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. 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 options, which are currently exercisable, 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 are currently exercisable, 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 are currently exercisable, 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 are currently exercisable, 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 are currently exercisable, 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 are currently exercisable, 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 are currently exercisable, 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 are currently exercisable, 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 are currently exercisable, 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 are currently exercisable, 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 December 7, 2014, 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, 36,000 of which are currently exercisable and 20,802 of which vest on December 7, 2014, 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 are currently exercisable, 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 December 5, 2015, 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, 37,500 of which are currently exercisable, 18,750 of which vest on December 5, 2014, and 15,417 of which vest on December 5, 2015, 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 7, 2016, 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, 16,978 of which are currently exercisable, 8,489 of which vest on May 7, 2015, and 5,551 of which vest on May 7, 2016, 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 21, 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, 16,957 of which are currently exercisable, 16,957 of which vest on May 21, 2015, 16,957 of which vest on May 21, 2016, and 14,317 of which vest on May 21, 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 performance conditions with respect to the issuer performance stock unit award were deemed to be earned based on target performance as of the effective time of the transaction, and the performance stock unit award (as so earned) will vest on April 1, 2015, subject to the reporting person's continued employment through such date and also to acceleration in the event of certain terminations of employment. The performance conditions with respect to the issuer performance stock unit award were deemed to be earned based on target performance as of the effective time of the transaction, and the performance stock unit award (as so earned) will vest on April 1, 2016, subject to the reporting person's continued employment through such date and also to acceleration in the event of certain terminations of employment. Each outstanding performance stock unit award (as deemed earned pursuant to the Merger Agreement) was 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 $224.00 per share on the effective date of the merger for each issuer share underlying the performance stock unit award. /s/ Rita Weinberger as attorney-in-fact for Francis I. Perier Jr. 2014-07-03