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ALLERGAN INC 4

Accession 0001127602-15-012132

CIK 0000850693operating
View on SEC.govCompany Profile

Filed

Mar 18, 8:00 PM ET

Accepted

Mar 19, 7:43 PM ET

Size

65.2 KB

Accession

0001127602-15-012132

Insider Transaction Report

Form 4
Period: 2015-03-17
ALLERGAN INCAGN
INGRAM DOUGLAS S
EVP, CAO, GC and Secretary
Transactions
  • Gift

    Employee Stock Option (Right to Buy)

    2015-03-10+130,400→ 130,400 total(indirect: By Trust)
    Exercise: $40.16Exp: 2019-02-20→ Common Stock (130,400 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2015-03-17−89,200→ 0 total(indirect: By Trust)
    Exercise: $58.55Exp: 2017-02-02→ Common Stock (89,200 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2015-03-17−92,600→ 0 total(indirect: By Trust)
    Exercise: $59.13Exp: 2020-02-22→ Common Stock (92,600 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2015-03-17−67,000→ 0 total(indirect: By Trust)
    Exercise: $87.91Exp: 2022-02-17→ Common Stock (67,000 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    2015-03-17−419→ 0 total
    → Common Stock (419 underlying)
  • Gift

    Common Stock

    2015-02-25−13,044→ 10,772 total(indirect: By Trust)
  • Gift

    Employee Stock Option (Right to Buy)

    2015-03-10−82,000→ 0 total
    Exercise: $75.58Exp: 2021-02-17→ Common Stock (82,000 underlying)
  • Gift

    Employee Stock Option (Right to Buy)

    2015-03-10−89,200→ 0 total
    Exercise: $58.55Exp: 2017-02-02→ Common Stock (89,200 underlying)
  • Gift

    Employee Stock Option (Right to Buy)

    2015-03-10−130,400→ 0 total
    Exercise: $40.16Exp: 2019-02-20→ Common Stock (130,400 underlying)
  • Gift

    Employee Stock Option (Right to Buy)

    2015-03-10−92,600→ 0 total
    Exercise: $59.13Exp: 2020-02-22→ Common Stock (92,600 underlying)
  • Gift

    Employee Stock Option (Right to Buy)

    2015-03-10−67,000→ 0 total
    Exercise: $87.91Exp: 2022-02-17→ Common Stock (67,000 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2015-03-17−105,500→ 0 total(indirect: By Trust)
    Exercise: $64.47Exp: 2018-02-14→ Common Stock (105,500 underlying)
  • Gift

    Employee Stock Option (Right to Buy)

    2015-03-10+105,500→ 105,500 total(indirect: By Trust)
    Exercise: $64.47Exp: 2018-02-14→ Common Stock (105,500 underlying)
  • Gift

    Employee Stock Option (Right to Buy)

    2015-03-10+82,000→ 82,000 total(indirect: By Trust)
    Exercise: $75.58Exp: 2021-02-17→ Common Stock (82,000 underlying)
  • Gift

    Employee Stock Option (Right to Buy)

    2015-03-10+89,200→ 89,200 total(indirect: By Trust)
    Exercise: $58.55Exp: 2017-02-02→ Common Stock (89,200 underlying)
  • Gift

    Employee Stock Option (Right to Buy)

    2015-03-10+92,600→ 92,600 total(indirect: By Trust)
    Exercise: $59.13Exp: 2020-02-22→ Common Stock (92,600 underlying)
  • Gift

    Employee Stock Option (Right to Buy)

    2015-03-10+67,000→ 67,000 total(indirect: By Trust)
    Exercise: $87.91Exp: 2022-02-17→ Common Stock (67,000 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2015-03-17−82,000→ 0 total(indirect: By Trust)
    Exercise: $75.58Exp: 2021-02-17→ Common Stock (82,000 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2015-03-17−70,431→ 0 total(indirect: By Trust)
    Exercise: $125.07Exp: 2024-02-21→ Common Stock (70,431 underlying)
  • Award

    Common Stock

    2015-03-17+16,911.004→ 16,911.004 total
  • Disposition to Issuer

    Common Stock

    2015-03-17−16,911.004→ 0 total
  • Disposition to Issuer

    Common Stock

    2015-03-17−10,772→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-03-17−2,676.788→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-03-17−3,616.499→ 0 total(indirect: By Trust)
  • Gift

    Employee Stock Option (Right to Buy)

    2015-03-10−105,500→ 0 total
    Exercise: $64.47Exp: 2018-02-14→ Common Stock (105,500 underlying)
  • Gift

    Employee Stock Option (Right to Buy)

    2015-03-10−60,000→ 0 total
    Exercise: $105.87Exp: 2023-02-21→ Common Stock (60,000 underlying)
  • Gift

    Employee Stock Option (Right to Buy)

    2015-03-10+60,000→ 60,000 total(indirect: By Trust)
    Exercise: $105.87Exp: 2023-02-21→ Common Stock (60,000 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2015-03-17−130,400→ 0 total(indirect: By Trust)
    Exercise: $40.16Exp: 2019-02-20→ Common Stock (130,400 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2015-03-17−60,000→ 0 total(indirect: By Trust)
    Exercise: $105.87Exp: 2023-02-21→ Common Stock (60,000 underlying)
Footnotes (11)
  • [F1]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).
  • [F10]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.
  • [F11]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.
  • [F2]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.
  • [F3]The option becomes exercisable in four equal annual installments beginning February 14, 2009.
  • [F4]The option becomes exercisable in four equal annual installments beginning February 17, 2012.
  • [F5]The option becomes exercisable in four equal annual installments beginning February 2, 2008.
  • [F6]The option became exercisable in four equal annual installments beginning February 20, 2010.
  • [F7]The option becomes exercisable in four equal annual installments beginning February 22, 2011.
  • [F8]The option becomes exercisable in four equal annual installments beginning February 17, 2013.
  • [F9]The option becomes exercisable in four equal annual installments beginning February 21, 2015.

Documents

1 file

Issuer

ALLERGAN INC

CIK 0000850693

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0000850693

Filing Metadata

Form type
4
Filed
Mar 18, 8:00 PM ET
Accepted
Mar 19, 7:43 PM ET
Size
65.2 KB
View on SEC.gov