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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 | ||||||||
Phantom Share Units | (4) | 03/17/2015 | A | 17,641 (5) | (6) | (6) | Ordinary Shares | 17,641 | $ 0 | 17,641 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GALLAGHER MICHAEL R 1 GRAND CANAL SQUARE, DOCKLANDS DUBLIN 2, L2 00000 |
X |
/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 share of Allergan common stock held by the Reporting Person was exchanged for $129.22 in cash plus 0.3683 of an Actavis ordinary share. |
(2) | Shares held by the Gallagher 2012 Irrevocable Trust. Reporting Person is not a trustee but retains voting and dispositive power. |
(3) | Shares held by the Gallagher Family Trust. Reporting Person is trustee of the Gallagher Family Trust. |
(4) | Converts to Actavis ordinary shares on a 1-for-1 basis. |
(5) | Phantom Share Units acquired under the Allergan, Inc. Deferred Directors' Fee Program. In connection with the Merger, each Allergan phantom stock unit was converted into a number of Actavis Phantom Share Units equal to the product of (i) the number of shares of Allergan common stock underlying the Allergan phantom stock unit 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. |
(6) | Phantom Share Units are to be settled 100% in ordinary shares of the Issuer upon termination of the Reporting Person's service on the Issuer's board of directors. |