0001209191-14-046080.txt : 20140703
0001209191-14-046080.hdr.sgml : 20140703
20140703171741
ACCESSION NUMBER: 0001209191-14-046080
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: HOCHBERG ELAINE
CENTRAL INDEX KEY: 0001224342
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05438
FILM NUMBER: 14961521
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-07-01
1
0000038074
Forest Laboratories, LLC
FRX
0001224342
HOCHBERG ELAINE
C/O FOREST LABORATORIES, INC.
909 THIRD AVENUE
NEW YORK
NY
10022
0
1
0
0
See Remarks
Common Stock
2014-07-01
4
D
0
126896
D
0
D
Restricted Stock
2014-07-01
4
D
0
25289
D
0
D
Stock Option (Right to Buy)
42.54
2014-07-01
4
D
0
47649
D
2014-12-13
Common stock
47649
0
D
Stock Option (Right to Buy)
42.54
2014-07-01
4
D
0
2351
D
2014-12-13
Common stock
2351
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
50000
D
2018-12-08
Common stock
50000
0
D
Stock Option (Right to Buy)
31.27
2014-07-01
4
D
0
60000
D
2019-12-06
Common stock
60000
0
D
Stock Option (Right to Buy)
32.17
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
9999
D
2021-12-04
Common stock
9999
0
D
Stock Option (Right to Buy)
30.00
2014-07-01
4
D
0
71201
D
2021-12-04
Common stock
71201
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
33362
D
2022-05-06
Common stock
33362
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
70400
D
2023-05-20
Common stock
70400
0
D
Performance Stock Units
0.00
2014-07-01
4
A
0
34850
0.00
A
Common stock
34850
34850
D
Performance Stock Units
0.00
2014-07-01
4
A
0
20070
0.00
A
Common stock
20070
20070
D
Performance Stock Units
0.00
2014-07-01
4
D
0
34850
D
Common stock
34850
0
D
Performance Stock Units
0.00
2014-07-01
4
D
0
20070
D
Common stock
20070
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 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 in equal parts currently exercisable, vesting on December 5, 2014, and vesting 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, 37,267 of which are currently exercisable, 16,967 of which vest on December 5, 2014, and 16,967 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, 18,150 of which are currently exercisable, 9,075 of which vest on May 7, 2015, and 6,137 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, 18,260 of which are currently exercisable, 18,260 of which vest on May 21, 2015, 18,260 of which vest on May 21, 2016, and 15,620 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.
EVP - International, Strategic Planning & Government Affairs
/s/ Rita Weinberger as attorney-in-fact for Elaine Hochberg
2014-07-03