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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) | $ 147.26 | 07/01/2014 | A | 9,666 (1) (3) | (1) | 01/20/2024 | Ordinary Shares | 9,666 | $ 0 | 9,666 | D | ||||
| Stock Option (Right to Buy) | $ 147.26 | 07/01/2014 | A | 15,137 (1) (4) | (1) | 01/20/2024 | Ordinary Shares | 15,137 | $ 0 | 15,137 | D | ||||
| Stock Option (Right to Buy) | $ 196.16 | 07/01/2014 | A | 10,116 (1) (5) | (1) | 05/12/2024 | Ordinary Shares | 10,116 | $ 0 | 10,116 | D | ||||
| Performance-Based Restricted Stock Unit | (6) | 07/01/2014 | A | 17,149 (6) | (6) | (6) | Ordinary Shares | 17,149 | $ 0 | 17,149 | D | ||||
| Stock Option (Right to Buy) | $ 224 | 07/01/2014 | A | 15,606 (7) | (7) | 07/01/2024 | Ordinary Shares | 15,606 | $ 0 | 15,606 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ling Karen 1 GRAND CANAL SQUARE DUBLIN 2, L2 00000 |
Chief Human Resources Officer | |||
| /s/ A. Robert D. Bailey, Attorney-in-Fact for the Reporting Person | 07/03/2014 | |
| **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 July 1, 2014, the Issuer ("Actavis") acquired Forest Laboratories, Inc. ("Forest") through a series of merger transactions which resulted in Forest becoming an indirect wholly-owned subsidiary of Actavis (the "Acquisition"). In connection with the Acquisition, each (i) unvested share of Forest restricted stock (each, a "Forest RSS") and each unvested Forest restricted stock unit (each, a "Forest RSU") was converted into restricted stock units of Actavis (each, an "Actavis RSU") and (ii) option to purchase Forest shares (each, a "Forest Option") was exchanged for an option to purchase ordinary shares of Actavis, in each case at a rate of 0.4723 Actavis award per corresponding Forest award. Each share of Forest common stock held by the Reporting Person was exchanged for $25.67 in cash plus 0.3326 of an Actavis ordinary share, with fractions of an Actavis ordinary share being cashed out at $219.00 per share. |
| (2) | Includes 22,553 Actavis RSUs issued upon the conversion of Forest RSS and Forest RSU pursuant to the terms of the Acquisition. |
| (3) | Received in exchange for a Forest Option in connection with the Acquisition. Vests as to 25% of the shares covered by the option in four approximate equal installments commencing on each of the first four anniversaries of the grant date (January 21, 2014). |
| (4) | Received in exchange for a Forest Option in connection with the Acquisition. Vests in approximate installments as to 15% of the shares covered by the option on May 1, 2014, 15% of the shares covered by the option on December 31, 2014, 30% of the shares covered by the option on May 1, 2015, 15% of the shares covered by the option on December 31, 2015 and 25% of the shares covered by the option on May 1, 2016. |
| (5) | Received in exchange for a Forest Option in connection with the Acquisition. Vests as to 25% of the shares covered by the option in four approximate equal installments commencing on each of the first four anniversaries of the grant date (May 13, 2014). |
| (6) | 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 Actavis of certain performance criteria. Each PSU represents a contingent right to receive ordinary shares of Actavis 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 Actavis and the Reporting Person. |
| (7) | Vests in five equal annual installments commencing on the first anniversary of the grant date (July 1, 2014). |