0001209191-14-046075.txt : 20140703
0001209191-14-046075.hdr.sgml : 20140703
20140703171438
ACCESSION NUMBER: 0001209191-14-046075
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: GOODMAN KENNETH E
CENTRAL INDEX KEY: 0001224340
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05438
FILM NUMBER: 14961493
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-07-01
1
0000038074
Forest Laboratories, LLC
FRX
0001224340
GOODMAN KENNETH E
C/O FOREST LABORATORIES, INC.
909 THIRD AVENUE
NEW YORK
NY
10022
1
0
0
0
Common Stock
2014-07-01
4
D
0
37503
D
0
D
Restricted Stock
2014-07-01
4
D
0
2967
D
0
D
Stock Option (Right to Buy)
39.88
2014-07-01
4
D
0
4000
D
2017-08-13
Common Stock
4000
0
D
Stock Option (Right to Buy)
38.33
2014-07-01
4
D
0
4000
D
2018-08-11
Common Stock
4000
0
D
Stock Option (Right to Buy)
26.25
2014-07-01
4
D
0
4000
D
2019-08-10
Common Stock
4000
0
D
Stock Option (Right to Buy)
28.23
2014-07-01
4
D
0
5621
D
2020-08-08
Common Stock
5621
0
D
Stock Option (Right to Buy)
33.43
2014-07-01
4
D
0
5546
D
2021-08-22
Common Stock
5546
0
D
Stock Option (Right to Buy)
34.54
2014-07-01
4
D
0
7815
D
2022-08-22
Common Stock
7815
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 are currently exercisable.
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.
The options are currently exercisable.
The options are currently exercisable.
The options are currently exercisable.
The options are currently exercisable.
The options are currently exercisable.
/s/ Rita Weinberger as attorney-in-fact for Kenneth E. Goodman
2014-07-02