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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) | $ 42.54 | 07/01/2014 | D | 7,649 | (3) | 12/13/2014 | Common Stock | 7,649 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 42.54 | 07/01/2014 | D | 2,351 | (4) | 12/13/2014 | Common Stock | 2,351 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 40.29 | 07/01/2014 | D | 12,518 | (5) | 12/09/2015 | Common Stock | 12,518 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 40.29 | 07/01/2014 | D | 2,482 | (6) | 12/09/2015 | Common Stock | 2,482 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 51.54 | 07/01/2014 | D | 23,060 | (7) | 12/08/2016 | Common Stock | 23,060 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 51.54 | 07/01/2014 | D | 1,940 | (8) | 12/08/2016 | Common Stock | 1,940 | (8) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 37.26 | 07/01/2014 | D | 2,684 | (9) | 12/05/2017 | Common Stock | 2,684 | (9) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 37.26 | 07/01/2014 | D | 27,316 | (10) | 12/05/2017 | Common Stock | 27,316 | (10) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 24.12 | 07/01/2014 | D | 4,145 | (11) | 12/08/2018 | Common Stock | 4,145 | (11) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 24.12 | 07/01/2014 | D | 25,855 | (12) | 12/08/2018 | Common Stock | 25,855 | (12) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 31.27 | 07/01/2014 | D | 3,198 | (13) | 12/06/2019 | Common Stock | 3,198 | (13) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 31.27 | 07/01/2014 | D | 36,802 | (14) | 12/06/2019 | Common Stock | 36,802 | (14) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 32.17 | 07/01/2014 | D | 3,108 | (15) | 12/05/2020 | Common Stock | 3,108 | (15) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 32.17 | 07/01/2014 | D | 51,892 | (16) | 12/05/2020 | Common Stock | 51,892 | (16) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 30 | 07/01/2014 | D | 1 | (17) | 12/04/2021 | Common Stock | 1 | (17) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 30 | 07/01/2014 | D | 45,799 | (18) | 12/04/2021 | Common Stock | 45,799 | (18) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 34.04 | 07/01/2014 | D | 2,938 | (19) | 05/06/2022 | Common Stock | 2,938 | (19) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 34.04 | 07/01/2014 | D | 20,762 | (20) | 05/06/2022 | Common Stock | 20,762 | (20) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 37.88 | 07/01/2014 | D | 2,640 | (21) | 05/20/2023 | Common Stock | 2,640 | (21) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 37.88 | 07/01/2014 | D | 44,840 | (22) | 05/20/2023 | Common Stock | 44,840 | (22) | 0 | D | ||||
| Performance Stock Units | $ 0 | 07/01/2014 | A | 22,950 | (23) | (23) | Common Stock | 22,950 | $ 0 | 22,950 | D | ||||
| Performance Stock Units | $ 0 | 07/01/2014 | A | 13,050 | (24) | (24) | Common Stock | 13,050 | $ 0 | 13,050 | D | ||||
| Performance Stock Units | $ 0 | 07/01/2014 | D | 22,950 | (23) | (23) | Common Stock | 22,950 | (25) | 0 | D | ||||
| Performance Stock Units | $ 0 | 07/01/2014 | D | 13,050 | (24) | (24) | Common Stock | 13,050 | (25) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Walsh Kevin C/O FOREST LABORATORIES, INC. 909 THIRD AVENUE NEW YORK, NY 10022 |
SVP - Operations | |||
| /s/ Rita Weinberger as attorney-in-fact for Kevin Walsh | 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) | Each share of common stock was disposed of pursuant to the Merger Agreement, dated as of February 17, 2014 (the "Merger Agreement"), by and among the issuer and Actavis plc ("Actavis"), Tango US Holdings Inc., Tango Merger Sub 1 LLC, and Tango Merger Sub 2 LLC in exchange for either (A) $26.04 in cash plus 0.3306 Actavis ordinary shares having a market value of $224 per share on the effective date of the merger or (B) $25.67 in cash plus 0.332623 Actavis ordinary shares having a market value of $224 per share on the effective date of the merger, depending on the consideration election made by the reporting person and the consideration election proration procedures set forth in the Merger Agreement. |
| (2) | Outstanding restricted stock awards were assumed by Actavis pursuant to the Merger Agreement and replaced with an Actavis restricted stock unit award covering 0.4723 Actavis ordinary shares having a market value of $224 per share on the effective date of the merger for each issuer share underlying the restricted stock award. |
| (3) | The options, which are currently exercisable, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (4) | The options, which are currently exercisable, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (5) | The options, which are currently exercisable, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (6) | The options, which are currently exercisable, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (7) | The options, which are currently exercisable, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (8) | The options, which are currently exercisable, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (9) | The options, which are currently exercisable, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (10) | The options, which are currently exercisable, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (11) | The options, which are currently exercisable, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (12) | The options, which are currently exercisable, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (13) | The options, which vest on December 7, 2014, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (14) | The options, of which 24,000 are currently exercisable and 12,802 vest on December 7, 2014, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (15) | The options, which vest on December 6, 2015, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (16) | The options, of which 24,750 are currently exercisable, 8,250 vest on December 6, 2014, and 18,892 vest on December 6, 2015, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (17) | The option, which vests on December 5, 2015, was assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (18) | The options, of which 22,900 are currently exercisable, 11,450 vest on December 5, 2014, and 11,449 vest on December 5, 2015, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (19) | The options, which vest on May 7, 2016, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (20) | The options, of which 11,850 are currently exercisable, 5,925 vest on May 7, 2015, and 2,987 vest on May 7, 2016, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (21) | The options, which vest on May 21, 2017, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (22) | The options, of which 11,870 are currently exercisable, 11,870 vest on May 21, 2015, 11,870 vest on May 21, 2016, and 9,230 vest on May 21, 2017, were assumed by Actavis pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Actavis ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such issuer option multiplied by (ii) 0.4723, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the issuer option by (y) 0.4723. |
| (23) | The performance conditions with respect to the issuer performance stock unit award were deemed to be earned based on target performance as of the effective time of the transaction, and the performance stock unit award (as so earned) will vest on April 1, 2015, subject to the reporting person's continued employment through such date and also to acceleration in the event of certain terminations of employment. |
| (24) | The performance conditions with respect to the issuer performance stock unit award were deemed to be earned based on target performance as of the effective time of the transaction, and the performance stock unit award (as so earned) will vest on April 1, 2016, subject to the reporting person's continued employment through such date and also to acceleration in the event of certain terminations of employment. |
| (25) | Each outstanding performance stock unit award (as deemed earned pursuant to the Merger Agreement) was assumed by Actavis pursuant to the Merger Agreement and replaced with an Actavis restricted stock unit award covering 0.4723 Actavis ordinary shares having a market value of $224.00 per share on the effective date of the merger for each issuer share underlying the performance stock unit award. |