0001127602-18-025142.txt : 20180810 0001127602-18-025142.hdr.sgml : 20180810 20180810180336 ACCESSION NUMBER: 0001127602-18-025142 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180802 FILED AS OF DATE: 20180810 DATE AS OF CHANGE: 20180810 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McKenna Mark C. CENTRAL INDEX KEY: 0001749623 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14956 FILM NUMBER: 181009934 MAIL ADDRESS: STREET 1: 400 SOMERSET CORPORATE BOULEVARD CITY: BRIDGEWATER STATE: NJ ZIP: 08807 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bausch Health Companies Inc. CENTRAL INDEX KEY: 0000885590 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2150 ST. ELZEAR BLVD. WEST STREET 2: LAVAL CITY: QUEBEC STATE: A8 ZIP: H7L 4A8 BUSINESS PHONE: 514-744-6792 MAIL ADDRESS: STREET 1: 2150 ST. ELZEAR BLVD. WEST STREET 2: LAVAL CITY: QUEBEC STATE: A8 ZIP: H7L 4A8 FORMER COMPANY: FORMER CONFORMED NAME: Valeant Pharmaceuticals International, Inc. DATE OF NAME CHANGE: 20100928 FORMER COMPANY: FORMER CONFORMED NAME: BIOVAIL Corp DATE OF NAME CHANGE: 20100416 FORMER COMPANY: FORMER CONFORMED NAME: BIOVAIL CORP INTERNATIONAL DATE OF NAME CHANGE: 19960522 3 1 form3.xml PRIMARY DOCUMENT X0206 3 2018-08-02 0 0000885590 Bausch Health Companies Inc. BHC 0001749623 McKenna Mark C. 400 SOMERSET CORPORATE BLVD. BRIDGEWATER NJ 08807 1 President, Salix Common Shares, No Par Value 21131 D Restricted Share Units 2020-01-06 Common Shares, No Par Value 2987 D Restrcited Share Units 2021-03-20 Common Stock, No Par Value 2842 D Non-qualified Stock Options (right To Purchase) 15.32 2028-03-07 Common Shares, No Par Value 25357 D Non-qualified Stock Options (right To Purchase) 14.38 2027-03-01 Common Shares, No Par Value 22002 D Non-qualified Stock Options (right To Purchase) 23.92 2026-06-09 Common Shares, No Par Value 16780 D Non-qualified Stock Options (right To Purchase) 129.22 2024-05-30 Common Shares, No Par Value 6387 D Restricted Share Units Common Shares, No Par Value 712 D Includes (i) 4,235 restricted share units ("RSUs") which will vest on June 22, 2019, subject to the reporting person's continued service, and (ii) 16,672 RSUs which vest in equal installments on each of the first three anniversaries following the date of grant, subject to the reporting person's continued service. Vested RSUs are settled in Common Shares, no par value ("Common Shares") of Bausch Health Companies Inc. ("Bausch Health"). Represents a grant of performance-based RSUs. The target number of performance-based RSUs granted to the reporting person was 2,987 and the maximum number that can be distributed is 5,974. The performance-based RSUs shall vest and be distributed between 0-200% of target based on TSR as measured on January 6, 2020 (the "2020 Measurement Date"). If the TSR for the period between the grant date and the 2020 Measurement Date is below the 50th percentile ranking of the TSR for the applicable peer group, the reporting person will receive no more than the number of Common Shares equal to the target number of performance-based RSUs subject to the award. Represents a grant of performance-based RSUs. The target number of performance-based RSUs granted to the reporting person was 2,842 and the maximum number that can be distributed is 4,964. The performance-based RSUs shall vest and be distributed between 0-200% of target based on TSR as measured for the 20 trading days preceding the TSR Measurement Date (the "2021 Measurement Date") which is the third anniversary of the grant date (March 7, 2021). If the TSR for the period between the grant date and the 2021 Measurement Date is below the 50th percentile ranking of the TSR for the applicable peer group based on the 20 trading days preceding the Measurement Date, the reporting person will receive no more than the number of Common Shares equal to the target number of performance-based RSUs subject to the award. Vests in equal installments on each of the first three anniversaries of the date of grant. Vests in equal installments on each of the first four anniversaries of the date of grant. The performance-based RSUs are eligible to vest on the achievement of Bausch Health's Total Shareholder Return ("TSR") target on August 18, 2018, subject to the reporting person's continued service on such date. Each RSU represents a contingent right to receive between zero and three Common Shares, subject to performance based vesting criteria. /s/ Kirsten O'Donnell, attorney-in-fact for Mark C. McKenna 2018-08-10 EX-24 2 doc1.txt POWER OF ATTORNEY (PUBLIC): POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Christina Ackermann, Kelly Webber, D. Alexander Matheson, and Kirsten O'Donnell, or any of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as a director and/or officer of Valeant Pharmaceuticals International, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. [REMAINDER OF PAGE LEFT BLANK INTENTIONALY] IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th of August, 2018. /s/ Mark C. McKenna Signature Mark C. McKenna Name