0001127602-15-012121.txt : 20150319 0001127602-15-012121.hdr.sgml : 20150319 20150319192632 ACCESSION NUMBER: 0001127602-15-012121 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150317 FILED AS OF DATE: 20150319 DATE AS OF CHANGE: 20150319 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALLERGAN INC CENTRAL INDEX KEY: 0000850693 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 951622442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2525 DUPONT DRIVE CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 7142464500 MAIL ADDRESS: STREET 1: P.O. BOX 19534 CITY: IRVINE STATE: CA ZIP: 92713-9534 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hindman James M. CENTRAL INDEX KEY: 0001617615 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10269 FILM NUMBER: 15714157 MAIL ADDRESS: STREET 1: 2525 DUPONT DRIVE CITY: IRVINE STATE: CA ZIP: 92612 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2015-03-17 1 0000850693 ALLERGAN INC AGN 0001617615 Hindman James M. 2525 DUPONT DRIVE IRVINE CA 92612 1 EVP, Finance & Bus. Dev., CFO Common Stock 2015-03-16 5 G 0 E 2174 0 D 21046.636 D Common Stock 2015-03-17 4 A 0 11273.669 0 A 32320.305 D Common Stock 2015-03-17 4 D 0 32320.305 D 0 D Common Stock 2015-03-17 4 D 0 6495.2496 D 0 I By 401(k) Common Stock 2015-03-17 4 D 0 6044.7258 D 0 I By ESOP Employee Stock Option (Right to Buy) 55.98 2015-03-17 4 D 0 18000 D 2016-02-06 Common Stock 18000 0 D Employee Stock Option (Right to Buy) 58.55 2015-03-17 4 D 0 19000 D 2017-02-02 Common Stock 19000 0 D Employee Stock Option (Right to Buy) 64.47 2015-03-17 4 D 0 17600 D 2018-02-14 Common Stock 17600 0 D Employee Stock Option (Right to Buy) 40.16 2015-03-17 4 D 0 22300 D 2019-02-20 Common Stock 22300 0 D Employee Stock Option (Right to Buy) 59.13 2015-03-17 4 D 0 18950 D 2020-02-22 Common Stock 18950 0 D Employee Stock Option (Right to Buy) 75.58 2015-03-17 4 D 0 19000 D 2021-02-17 Common Stock 19000 0 D Employee Stock Option (Right to Buy) 87.91 2015-03-17 4 D 0 15500 D 2022-02-17 Common Stock 15500 0 D Employee Stock Option (Right to Buy) 105.87 2015-03-17 4 D 0 14000 D 2023-02-21 Common Stock 14000 0 D Employee Stock Option (Right to Buy) 105.87 2015-03-17 4 D 0 1000 D 2023-02-21 Common Stock 1000 0 D Employee Stock Option (Right to Buy) 125.07 2015-03-17 4 D 0 12057 D 2024-02-21 Common Stock 12057 0 D Restricted Stock Units 2015-03-17 4 D 0 11273.669 D 2024-10-29 Common Stock 11273.669 0 D Restricted Stock Units 2015-03-17 4 D 0 511 D Common Stock 511 0 D Represents 11,271 performance-based restricted stock units granted on October 29, 2014 and 2.699 dividend equivalent rights acquired with respect to each vested restricted stock unit (collectively, the "RSUs"). The RSUs vested in full on the Effective Date pursuant to the terms of the Merger Agreement (each as defined below). Pursuant to that certain Agreement and Plan of Merger dated November 16, 2014, (the "Merger Agreement") by and among the Issuer, Actavis, Plc ("Actavis) and a wholly-owned subsidiary of Actavis, the Issuer became an indirect wholly-owned subsidiary of Actavis upon consummation of the merger (the "Effective Date"). Each share of common stock was disposed of in exchange for $129.22 cash plus 0.3683 of an Actavis ordinary share, having a market value of $307.51 per share on the Effective Date. Each option vested in full on the Effective Date and was cancelled in exchange for a cash payment equal to the number of shares subject to the option immediately prior to the merger, multiplied by the difference between (i) 0.3683 times $294.1509 (which represents the 10-day volume weighted average price of Actavis stock starting on the 11th trading day prior to the closing) plus $129.22 and (ii) the exercise price of the option, subject to the applicable withholding taxes and pursuant to the procedures set forth in the merger. Represents 11,271 restricted stock units and 2.669 dividend equivalent rights acquired with respect to each vested stock units. The restricted stock units ("RSUs") vested in full on the Effective Date and each RSU was cancelled in exchange for 0.3638 shares of Actavis stock having a market value of $307.51 per shares, on the Effective Date, and $129.22 in cash. The restricted stock units ("RSUs") vested in full on the Effective Date and each RSU was cancelled in exchange for 0.3683 shares of Actavis stock having a market value of $307.51 per share on the Effective Date, and $129.22 in cash. /s/ Matthew J. Maletta, attorney-in-fact for James M. Hindman 2015-03-18