0001127602-15-012132.txt : 20150319 0001127602-15-012132.hdr.sgml : 20150319 20150319194317 ACCESSION NUMBER: 0001127602-15-012132 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: INGRAM DOUGLAS S CENTRAL INDEX KEY: 0001190644 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10269 FILM NUMBER: 15714208 MAIL ADDRESS: STREET 1: 2525 DUPONT DR CITY: IRVINE STATE: CA ZIP: 92612 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2015-03-17 1 0000850693 ALLERGAN INC AGN 0001190644 INGRAM DOUGLAS S 2525 DUPONT DRIVE IRVINE CA 92612 1 President Common Stock 2015-02-25 5 G 0 E 13044 0 D 10772 I By Ingram Family Trust Common Stock 2015-03-17 4 A 0 16911.004 0 A 16911.004 D Common Stock 2015-03-17 4 D 0 16911.004 D 0 D Common Stock 2015-03-17 4 D 0 10772 D 0 I By Ingram Family Trust Common Stock 2015-03-17 4 D 0 2676.7883 D 0 I By 401(k) Trust Common Stock 2015-03-17 4 D 0 3616.4994 D 0 I By Esop Trust Employee Stock Option (Right to Buy) 64.47 2015-03-10 5 G 0 E 105500 0 D 2018-02-14 Common Stock 105500 0 D Employee Stock Option (Right to Buy) 64.47 2015-03-10 5 G 0 E 105500 0 A 2018-02-14 Common Stock 105500 105500 I By Ingram Family Trust Employee Stock Option (Right to Buy) 75.58 2015-03-10 5 G 0 E 82000 0 D 2021-02-17 Common Stock 82000 0 D Employee Stock Option (Right to Buy) 75.58 2015-03-10 5 G 0 E 82000 0 A 2021-02-17 Common Stock 82000 82000 I By Ingram family Trust Employee Stock Option (Right to Buy) 58.55 2015-03-10 5 G 0 E 89200 0 D 2017-02-02 Common Stock 89200 0 D Employee Stock Option (Right to Buy) 58.55 2015-03-10 5 G 0 E 89200 0 A 2017-02-02 Common Stock 89200 89200 I By Ingram Family Trust Employee Stock Option (Right to Buy) 40.16 2015-03-10 5 G 0 E 130400 0 D 2019-02-20 Common Stock 130400 0 D Employee Stock Option (Right to Buy) 40.16 2015-03-10 5 G 0 E 130400 0 A 2019-02-20 Common Stock 130400 130400 I By Ingram family trust Employee Stock Option (Right to Buy) 59.13 2015-03-10 5 G 0 E 92600 0 D 2020-02-22 Common Stock 92600 0 D Employee Stock Option (Right to Buy) 59.13 2015-03-10 5 G 0 E 92600 0 A 2020-02-22 Common Stock 92600 92600 I By Ingram Family Trust Employee Stock Option (Right to Buy) 87.91 2015-03-10 5 G 0 E 67000 0 D 2022-02-17 Common Stock 67000 0 D Employee Stock Option (Right to Buy) 87.91 2015-03-10 5 G 0 E 67000 0 A 2022-02-17 Common Stock 67000 67000 I By Ingram Family Trust Employee Stock Option (Right to Buy) 105.87 2015-03-10 5 G 0 E 60000 0 D 2023-02-21 Common Stock 60000 0 D Employee Stock Option (Right to Buy) 105.87 2015-03-10 5 G 0 E 60000 0 A 2023-02-21 Common Stock 60000 60000 I By Ingram family Trust Employee Stock Option (Right to Buy) 58.55 2015-03-17 4 D 0 89200 D 2017-02-02 Common Stock 89200 0 I By Ingram Family Trust Employee Stock Option (Right to Buy) 64.47 2015-03-17 4 D 0 105500 D 2018-02-14 Common Stock 105500 0 I By Ingram Family Trust Employee Stock Option (Right to Buy) 40.16 2015-03-17 4 D 0 130400 D 2019-02-20 Common Stock 130400 0 I By Ingram family trust Employee Stock Option (Right to Buy) 59.13 2015-03-17 4 D 0 92600 D 2020-02-22 Common Stock 92600 0 I By Ingram Family Trust Employee Stock Option (Right to Buy) 75.58 2015-03-17 4 D 0 82000 D 2021-02-17 Common Stock 82000 0 I By Ingram family Trust Employee Stock Option (Right to Buy) 87.91 2015-03-17 4 D 0 67000 D 2022-02-17 Common Stock 67000 0 I By Ingram Family Trust Employee Stock Option (Right to Buy) 105.87 2015-03-17 4 D 0 60000 D 2023-02-21 Common Stock 60000 0 I By Ingram family Trust Restricted Stock Units 2015-03-17 4 D 0 419 0 D Common Stock 419 0 D Employee Stock Option (Right to Buy) 125.07 2015-03-17 4 D 0 70431 D 2024-02-21 Common Stock 70431 0 I By Ingram Family Trust Represents 16,907 performance-based restricted stock units granted on October 29, 2014 and 4.004 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. The option becomes exercisable in four equal annual installments beginning February 14, 2009. The option becomes exercisable in four equal annual installments beginning February 17, 2012. The option becomes exercisable in four equal annual installments beginning February 2, 2008. The option became exercisable in four equal annual installments beginning February 20, 2010. The option becomes exercisable in four equal annual installments beginning February 22, 2011. The option becomes exercisable in four equal annual installments beginning February 17, 2013. The option becomes exercisable in four equal annual installments beginning February 21, 2015. 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 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 Douglas S. Ingram 2015-03-19