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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 | ||||||||
| Performance Share Units | (4) | 01/31/2011 | D | 55,740 | (5) | (5) | Common Stock | 55,740 | (5) | 0 | D | ||||
| Performance Share Units | (4) | 01/31/2011 | D | 17,860 | (5) | (5) | Common Stock | 17,860 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 8.91 | 01/31/2011 | J | 34,240 | (6) | 03/25/2018 | Common Stock | 34,240 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 6.97 | 01/31/2011 | J | 50,290 | (6) | 03/23/2019 | Common Stock | 50,290 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 12.44 | 01/31/2011 | J | 42,240 | (6) | 03/17/2020 | Common Stock | 42,240 | (6) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Carter Eric G 501 FIFTH STREET BRISTOL, TN 37620 |
Chief Science Officer | |||
| /s/ Eric G. Carter | 02/02/2011 | |
| **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) | The reported transaction represents shares of common stock tendered to Parker Tennessee Corp. ("Acquisition Sub"), a wholly-owned subsidiary of Pfizer Inc. ("Pfizer"), pursuant to Acquisition Sub's offer to purchase all of the issued and outstanding shares of common stock, no par value per share, of King Pharmaceuticals, Inc. ("King") at a price of $14.25 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and conditions described in the Tender Offer Statement on Schedule TO filed with the SEC by Pfizer and Acquisition Sub on October 22, 2010, as amended (the "Tender Offer"). |
| (2) | Pursuant to the Agreement and Plan of Merger, dated as of October 11, 2010, among Pfizer, King and Acquisition Sub (the "Merger Agreement"), these restricted shares, whether or not vested, were fully vested immediately prior to and canceled immediately following Acquisition Sub's acceptance of the common stock tendered and not validly withdrawn in the Tender Offer (the "Acceptance Time") in exchange for the right to receive cash payment for each such restricted share of $14.25, net to the seller in cash, without interest and less any required withholding taxes. |
| (3) | Pursuant to the Merger Agreement, these restricted shares, whether or not vested, were fully vested immediately prior to and canceled immediately following the Acceptance Time in exchange for the right to receive cash payment for each such restricted share of $14.25, net to the seller in cash, without interest and less any required withholding taxes. |
| (4) | Each Performance Share Unit ("PSU") represents a right to receive one share of common stock of King. |
| (5) | Pursuant to the Merger Agreement, these PSUs, whether or not vested, were fully vested immediately prior to and canceled immediately following the Acceptance Time in exchange for the right to receive cash payment for each such PSU of $14.25, net to the seller in cash, without interest and less any required withholding taxes. |
| (6) | Pursuant to the Merger Agreement, these stock options, whether or not vested, were fully vested immediately prior to and canceled immediately following the Acceptance Time in exchange for the right to receive cash payment for each such option of the excess of $14.25 per option, net to the seller in cash, without interest and less any required withholding taxes, over the per-share exercise price of such option. |