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4//SEC Filing

Warner Chilcott plc 4

Accession 0000950103-13-005758

CIK 0001323854operating
View on SEC.govCompany Profile

Filed

Sep 30, 8:00 PM ET

Accepted

Oct 1, 8:22 PM ET

Size

27.7 KB

Accession

0000950103-13-005758

Insider Transaction Report

Form 4
Period: 2013-09-30
Warner Chilcott plcWCRX
Boissonneault Roger M
DirectorCEO & President
Transactions
  • Disposition to Issuer

    Ordinary shares, par value $0.01 per share

    2013-10-01−300,000→ 0 total(indirect: See footnote)
  • Disposition to Issuer

    Option to purchase ordinary shares par value $0.01 per share

    2013-09-30−479,430→ 0 total
    Exercise: $11.71Exp: 2015-01-18→ Ordinary shares par value $0.01 per share (479,430 underlying)
  • Disposition to Issuer

    Option to purchase ordinary shares par value $0.01 per share

    2013-09-30−211,740→ 0 total
    Exercise: $13.35Exp: 2022-01-30→ Ordinary shares par value $0.01 per share (211,740 underlying)
  • Disposition to Issuer

    Option to purchase ordinary shares par value $0.01 per share

    2013-09-30−401,640→ 0 total
    Exercise: $14.31Exp: 2023-02-12→ Ordinary shares par value $0.01 per share (401,640 underlying)
  • Disposition to Issuer

    Option to purchase ordinary shares par value $0.01 per share

    2013-09-30−216,810→ 0 total
    Exercise: $16.06Exp: 2020-01-28→ Ordinary shares par value $0.01 per share (216,810 underlying)
  • Disposition to Issuer

    Option to purchase ordinary shares par value $0.01 per share

    2013-09-30−380,960→ 0 total
    Exercise: $2.02Exp: 2019-01-19→ Ordinary shares par value $0.01 per share (380,960 underlying)
  • Disposition to Issuer

    Option to purchase ordinary shares par value $0.01 per share

    2013-09-30−143,240→ 0 total
    Exercise: $21.49Exp: 2021-02-16→ Ordinary shares par value $0.01 per share (143,240 underlying)
  • Disposition to Issuer

    Ordinary shares, par value $0.01 per share

    2013-09-30−117,120→ 2,195,498 total
  • Disposition to Issuer

    Ordinary shares, par value $0.01 per share

    2013-10-01−2,195,498→ 0 total
  • Disposition to Issuer

    Performance Restricted Share Units

    2013-09-30−113,680→ 0 total
    → Ordinary shares, par value $0.01 per share (113,680 underlying)
Footnotes (11)
  • [F1]Pursuant to the terms of the Transaction Agreement, dated as of May 19, 2013 (the "Transaction Agreement"), by and between Warner Chilcott plc ("Warner Chilcott"), Actavis, Inc., Actavis Limited ("New Actavis"), Actavis Ireland Holding Limited, Actavis W.C. Holding LLC and Actavis W.C. Holding 2 LLC, immediately prior to the effective time of the scheme (the "effective time"), each award of Warner Chilcott time-based restricted share units granted to the reporting person under the Warner Chilcott Equity Incentive Plan (the "Plan") became fully vested and was cancelled and converted into the right to receive at the effective time 0.160 of a New Actavis ordinary share for each Warner Chilcott ordinary share subject to the award immediately prior to the effective time, net of applicable tax withholdings. The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10.
  • [F10]The option to purchase Warner Chilcott ordinary shares was scheduled to vest in four equal annual installments beginning on February 13, 2014.
  • [F11]Pursuant to the terms of the Transaction Agreement, immediately prior to the effective time, each option to purchase Warner Chilcott ordinary shares granted to the reporting person under the Plan, to the extent unexercised (whether or not vested), became fully vested and exercisable and was cancelled and converted into the right to receive at the effective time 0.160 of a New Actavis ordinary share for each net Warner Chilcott ordinary share subject to such option immediately prior to the effective time (calculated as the number of Warner Chilcott ordinary shares equal to the spread value (the difference between the exercise price and the applicable value at the time of conversion) with respect to such option, net of applicable tax withholdings). The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10.
  • [F2]Pursuant to the terms of the Transaction Agreement, immediately prior to the effective time, each award of Warner Chilcott time- and performance-based restricted ordinary shares granted to the reporting person under the Plan became fully vested (at 100% of target for performance-based restricted ordinary shares) and, at the effective time, each Warner Chilcott ordinary share owned by the reporting person immediately prior to the effective time (including vested Warner Chilcott time- and performance-based restricted ordinary shares) was exchanged for 0.160 of a New Actavis ordinary share, net of applicable tax withholdings, if any. The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10.
  • [F3]The reported securities are held by a trust for the benefit of children of the reporting person.
  • [F4]Pursuant to the terms of the Transaction Agreement, immediately prior to the effective time, each award of Warner Chilcott performance-based restricted share units granted to the reporting person under the Plan was fully vested at 100% of target and was cancelled and converted into the right to receive at the effective time 0.160 of a New Actavis ordinary share for each Warner Chilcott ordinary share subject to the award immediately prior to the effective time, net of applicable tax withholdings. The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10.
  • [F5]The option to purchase Warner Chilcott ordinary shares was fully vested on January 18, 2009.
  • [F6]The option to purchase Warner Chilcott ordinary shares was fully vested on January 20, 2013.
  • [F7]The option to purchase Warner Chilcott ordinary shares vested or was scheduled to vest in four equal annual installments beginning on January 29, 2011.
  • [F8]The option to purchase Warner Chilcott ordinary shares vested or was scheduled to vest in four equal annual installments beginning on February 17, 2012.
  • [F9]The option to purchase Warner Chilcott ordinary shares vested or was scheduled to vest in four equal annual installments beginning on January 31, 2013.

Documents

1 file

Issuer

Warner Chilcott plc

CIK 0001323854

→
Entity typeoperating

Related Parties

1
  • filerCIK 0001323854

Filing Metadata

Form type
4
Filed
Sep 30, 8:00 PM ET
Accepted
Oct 1, 8:22 PM ET
Size
27.7 KB
View on SEC.gov