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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 86.86 | 09/30/2013 | D | 75,000 | (5) | 03/06/2023 | Common Stock, par value $0.0033 | 75,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stewart Robert A MORRIS CORPORATE CENTER III 400 INTERPACE PARKWAY PARSIPPANY, NJ 07054 |
Pres-Global Operations |
/s/ David A. Buchen, Attorney-in-Fact for the Reporting Person | 10/02/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On October 1, 2013, Actavis, Inc. ("Actavis"), Warner Chilcott Public Limited Company ("Warner Chilcott") and a newly formed holding company incorporated in Ireland named Actavis plc ("New Actavis") consummated a transaction (the "Acquisition") pursuant to which Actavis and Warner Chilcott each became wholly owned subsidiaries of New Actavis. The Acquisition was effected by means of an approved "scheme arrangement" under Irish law. |
(2) | Represents shares of Actavis earned pursuant to outstanding performance-based restricted stock units, based on shortened performance periods resulting from the Acquisition. |
(3) | Represents shares of Actavis withheld in payment of the exercise price and tax withholding obligations from the accelerated vesting of restricted shares, the issuance of shares pursuant to performance based restricted stock units, and the exercise of stock options. |
(4) | Represents shares of Actavis disposed of pursuant to the Acquisition in exchange for ordinary shares of New Actavis. At the effective time of the Acquisition, each Actavis common share and accelerated restricted share was converted into the right to receive one New Actavis ordinary share. |
(5) | Represents options of Actavis disposed of pursuant to the Acquisition in exchange for ordinary shares of New Actavis. As of the date prior to the effective time of the Acquisition, each option became fully vested and was cancelled and as of the effective time of the Acquisition was converted into the right to receive from New Actavis a net number of New Actavis ordinary shares equal to the number of Actavis common shares subject to the option immediately prior to the effective time of the Acquisition, net of New Actavis ordinary shares withheld to pay the exercise price and any applicable tax withholdings. |