0001127602-15-012130.txt : 20150319
0001127602-15-012130.hdr.sgml : 20150319
20150319194016
ACCESSION NUMBER: 0001127602-15-012130
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: Jones Trevor M
CENTRAL INDEX KEY: 0001298861
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10269
FILM NUMBER: 15714203
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
0001298861
Jones Trevor M
2525 DUPONT DRIVE
IRVINE
CA
92612
1
Common Stock
2015-03-17
4
M
0
7527.44
A
14991.44
D
Common Stock
2015-03-17
4
D
0
14991.44
D
0
D
Phantom Stock Units
2015-03-17
4
M
0
7527.44
D
2015-03-17
2015-03-17
Common Stock
7527.44
0
D
Nonemployee Director Stock Option (Right to Buy)
36.49
2015-03-17
4
D
0
1000
D
2006-04-26
2015-04-26
Common Stock
1000
0
D
Nonemployee Director Stock Option (Right to Buy)
51.715
2015-03-17
4
D
0
4000
D
2007-05-02
2016-05-02
Common Stock
4000
0
D
Nonemployee Director Stock Option (Right to Buy)
60.60
2015-03-17
4
D
0
1400
D
2017-05-01
Common Stock
1400
0
D
Nonemployee Director Stock Option (Right to Buy)
54.32
2015-03-17
4
D
0
11400
D
2018-05-06
Common Stock
11400
0
D
Nonemployee Director Stock Option (Right to Buy)
46.66
2015-03-17
4
D
0
11400
D
2019-04-30
Common Stock
11400
0
D
Nonemployee Director Stock Option (Right to Buy)
61.98
2015-03-17
4
D
0
11400
D
2020-04-29
Common Stock
11400
0
D
Nonemployee Director Stock Option (Right to Buy)
166.32
2015-03-17
4
D
0
4305
D
2024-05-06
Common Stock
4305
0
D
Each phantom stock unit ("PSU") was the economic equivalent of one shares of the Issuer's common stock. Each PSU settled in full on the Effective date (as define below) in connection with the reporting person's termination of service. The amount shown includes shares acquired pursuant to dividend rights attached to each PSU.
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.
The number of shares reported on this line item includes shares acquired pursuant to dividend rights attached to restricted stock units that were previously granted and reported as Table 1, Non-Derivative Securities.
The option was previously reported as covering 5,700 shares at an exercise price of $121.20. The issuer effected a two-for-one stock split on June 22, 2007, which resulted in 11,400 shares held by the reporting person at an exercise price of $60.60.
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 Agreement.
The option was previously reported as covering 4,500 shares at an exercise price of $103.43. The issuer effected a two-for-one stock split on June 22, 2007, which resulted in 9,000 shares held by the reporting person at an exercise price of $51.72. Five thousand (5,000) shares subject to the option were exercised prior to the Effective Date.
The option was previously reported as covering 5,700 shares at an exercise price of $121.20. The issuer effected a two-for-one stock split on June 22, 2007, which resulted in 11,400 shares held by the reporting person at an exercise price of $60.60. Ten thousand (10,000) shares subject to the option were exercised prior to the Effective Date.
/s/ Matthew J. Maletta, Attorney-in-Fact for Trevor M. Jones
2015-03-19