4//SEC Filing
Nicholson C. David 4
Accession 0000899243-20-012740
CIK 0001578845other
Filed
May 10, 8:00 PM ET
Accepted
May 11, 9:41 PM ET
Size
13.8 KB
Accession
0000899243-20-012740
Insider Transaction Report
Form 4
Allergan plcAGN
Nicholson C. David
Chief R&D Officer
Transactions
- Disposition to Issuer
Ordinary Shares, par value $0.0001
2020-05-08−9,999→ 0 total - Disposition to Issuer
Restricted Stock Units
2020-05-08−25,201→ 0 total - Disposition to Issuer
Stock Options
2020-05-08−17,006→ 0 totalExercise: $215.77Exp: 2023-05-08→ Ordinary Shares (1,169 underlying) - Disposition to Issuer
Performance Stock Units
2020-05-08−26,506→ 0 total→ Ordinary Shares (26,506 underlying)
Footnotes (5)
- [F1]Reflects the disposition of ordinary shares ("Allergan Shares") of Allergan plc ("Allergan") as contemplated by the Transaction Agreement dated as of June 25, 2019 among AbbVie Inc. ("AbbVie"), Venice Subsidiary, LLC ("Acquirer Sub") and Allergan (the "Transaction Agreement"), pursuant to which Acquirer Sub acquired Allergan pursuant to a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act of 2014 and the capital reduction under Sections 84 and 85 of the Act (the "Scheme"). In accordance with the terms of the Transaction Agreement, at the effective time of the Scheme, each Allergan Share was converted into $120.30 in cash and 0.8660 of a newly issued share of AbbVie common stock, par value $0.01 per share.
- [F2]Reflects the disposition of restricted stock units relating to Allergan Shares ("Allergan RSUs") as contemplated by the Transaction Agreement. In accordance with the terms of the Transaction Agreement, at the effective time of the Scheme, each Allergan RSU was substituted by AbbVie with a corresponding AbbVie restricted stock unit award relating to shares of AbbVie common stock, with the number of shares of AbbVie common stock subject to such award determined in accordance with the formula set forth in the Transaction Agreement.
- [F3]All of the stock options to purchase Allergan Shares ("Allergan Options") were vested as of May 8, 2020.
- [F4]Reflects the disposition of Allergan Options as contemplated by the Transaction Agreement. In accordance with the terms of the Transaction Agreement, at the effective time of the Scheme, each Allergan Option was substituted by AbbVie with a corresponding AbbVie stock option relating to shares of AbbVie common stock, with the number of shares of AbbVie common stock subject to such stock option and the exercise price per share applicable to such stock option determined in accordance with the formulas set forth in the Transaction Agreement.
- [F5]Reflects the disposition of performance stock units relating to Allergan Shares ("Allergan PSUs") as contemplated by the Transaction Agreement. In accordance with the terms of the Transaction Agreement, at the effective time of the Scheme, was substituted by AbbVie with an AbbVie restricted stock unit award relating to shares of AbbVie common stock, that vests based on the holder's continued service following the effective time of the Scheme, with the number of shares of AbbVie common stock subject to such award determined in accordance with the formulas set forth in the Transaction Agreement (which, for any Allergan performance stock unit awards that were subject to performance-based vesting conditions on June 25, 2019, was calculated based on deemed satisfaction of performance at 130% of target).
Documents
Issuer
Allergan plc
CIK 0001578845
Entity typeother
Related Parties
1- filerCIK 0001674650
Filing Metadata
- Form type
- 4
- Filed
- May 10, 8:00 PM ET
- Accepted
- May 11, 9:41 PM ET
- Size
- 13.8 KB