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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) | $ 112.2 | 03/17/2015 | A | 16,152 (8) (9) | (9) | 10/31/2023 | Ordinary Shares | 16,152 | $ 0 | 16,152 | D | ||||
| Stock Option (Right to Buy) | $ 154.87 | 03/17/2015 | A | 16,387 (8) (10) | (10) | 02/21/2024 | Ordinary Shares | 16,387 | $ 0 | 16,387 | D | ||||
| Stock Option (Right to Buy) | $ 289.75 | 03/17/2015 | A | 8,149 (8) (11) | (11) | 02/20/2025 | Ordinary Shares | 8,149 | $ 0 | 8,149 | D | ||||
| Stock Option (Right to Buy) | $ 307.51 | 03/17/2015 | A | 8,676 | (12) | 03/17/2025 | Ordinary Shares | 8,676 | $ 0 | 8,676 | D | ||||
| Performance-Based Restricted Stock Unit | (13) | 03/17/2015 | A | 9,344 (13) | (13) | (13) | Ordinary Shares | 9,344 | $ 0 | 9,344 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SCHAISON PHILIPPE 1 GRAND CANAL SQUARE, DOCKLANDS DUBLIN 2, L2 00000 |
See Remarks | |||
| /s/ A. Robert D. Bailey, Attorney-in-Fact for the Reporting Person | 03/19/2015 | |
| **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 March 17, 2015, Actavis plc (the "Issuer") acquired Allergan, Inc. ("Allergan") through a series of merger transactions which resulted in Allergan becoming an indirect wholly-owned subsidiary of the Issuer (the "Merger"). In connection with the Merger, each unvested share of Allergan restricted stock (an "Allergan RSA") was assumed and converted by the Issuer into a restricted stock award (an "Actavis RSA") in respect of a number of ordinary shares of the Issuer, par value $0.0001 per share ("Ordinary Shares") equal to the product of (i) the applicable number of shares of Allergan common stock subject to the Allergan RSA and (ii) 0.8076, rounded up to the nearest whole share if half a share or more or down to the nearest whole share if less than half a share. |
| (2) | The Actavis RSAs issued upon the conversion of Allergan RSAs are scheduled to vest on October 31, 2017. |
| (3) | In connection with the Merger, each unvested Allergan restricted stock unit (an "Allergan RSU") was assumed and converted by the Issuer into a restricted stock unit (an "Actavis RSU") in respect of a number of Ordinary Shares equal to the product of (i) the applicable number of shares of Allergan common stock subject to the Allergan RSU and (ii) 0.8076, rounded up to the nearest whole share if half a share or more or down to the nearest whole share if less than half a share. |
| (4) | The Actavis RSUs issued upon the conversion of Allergan RSUs are scheduled to vest on February 21, 2018. |
| (5) | The Actavis RSUs issued upon the conversion of Allergan RSUs are scheduled to vest on February 15, 2017. |
| (6) | The Actavis RSUs issued upon the conversion of Allergan RSUs that are scheduled to vest on February 20, 2017. |
| (7) | Includes 4,846 Actavis RSAs and 3,774 Actavis RSUs. |
| (8) | In connection with the Merger, each option to purchase shares of Allergan common stock (an "Allergan Option") was assumed and converted by the Issuer into a stock option to purchase a number of Ordinary Shares (an "Actavis Option") equal to the product of (i) the applicable number of shares of Allergan common stock subject to the Allergan Option and (ii) 0.8076, rounded down to the nearest whole share. |
| (9) | Received in exchange for an Allergan Option in connection with the Merger. Vests in four equal annual installments commencing on the first anniversary of the grant date (October 31, 2013). |
| (10) | Received in exchange for an Allergan Option in connection with the Merger. Vests in four equal annual installments commencing on the first anniversary of the grant date (February 21, 2014). |
| (11) | Received in exchange for an Allergan Option in connection with the Merger. Vests in four equal annual installments commencing on the first anniversary of the grant date (February 20, 2015). |
| (12) | Vests in five equal annual installments commencing on the first anniversary of the grant date (March 17, 2015). |
| (13) | Represents performance-based restricted share units ("PSUs") which will vest as to one-third of the total grant on each of December 31, 2017, 2018 and 2019, subject to the achievement by the Issuer of certain performance criteria. Each PSU represents a contingent right to receive a number of Ordinary Shares equal to the product of the applicable performance multiple and the target number of shares underlying the PSU, as set forth in the award agreement between the Issuer and the Reporting Person. |
| Remarks: EVP Actavis, and President, Allergan Medical | |