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