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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 | ||||||||
| Restricted Stock Units | $ 0 | 06/30/2014 | A | 14,022 | (3) | (3) | Common stock | 14,022 | $ 0 | 14,022 | D | ||||
| Stock Option (Right to Buy) | $ 69.55 | 07/01/2014 | D | 4,311 | (4) | 01/20/2024 | Common stock | 4,311 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 69.55 | 07/01/2014 | D | 27,740 | (5) | 01/20/2024 | Common stock | 27,740 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 69.55 | 07/01/2014 | D | 2,874 | (6) | 01/20/2024 | Common stock | 2,874 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 69.55 | 07/01/2014 | D | 17,592 | (7) | 01/20/2024 | Common stock | 17,592 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 92.65 | 07/01/2014 | D | 21,420 | (8) | 05/12/2024 | Common stock | 21,420 | (8) | 0 | D | ||||
| Restricted Stock Units | $ 0 | 07/01/2014 | D | 14,022 | (3) | (3) | Common stock | 14,022 | (9) | 0 | D | ||||
| Restricted Stock Units | $ 0 | 07/01/2014 | D | 12,293 | (10) | (10) | Common stock | 12,293 | (9) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ling Karen C/O FOREST LABORATORIES, INC. 909 THIRD AVENUE NEW YORK, NY 10022 |
SVP - Chief HR Officer | |||
| /s/ Rita Weinberger as attorney-in-fact for Karen Ling | 07/02/2014 | |
| **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 restricted stock units will vest on the second anniversary of the grant date, subject to continued employment through such anniversary, and also to acceleration in the event of certain terminations of employment. |
| (4) | The options, which in equal amounts are currently exercisable, vest on May 2, 2015, and vest on January 1, 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. |
| (5) | The options, of which 3,371 are currently exercisable, 4,808 vest on December 31, 2014, 6,576 vest on May 2, 2015, 3,370 vest on January 1, 2016, and 9,615 vest on May 1, 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. |
| (6) | The options, which vest in equal amounts on January 21, 2017 and January 21, 2018, 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, of which 5,117 vest on January 21, 2015, 5,117 vest on January 21, 2016, 3,679 vest on January 21, 2017, and 3,679 vest on January 21, 2018, 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 vest in equal amounts on May 13, 2015, May 13, 2016, May 13, 2017, and May 13, 2018, 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) | Outstanding restricted stock unit 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 unit award. |
| (10) | These restricted stock units become exercisable as to 20% of the stock units on July 23rd of each of 2018, 2019, 2020, and 2021, 5% of the stock units on July 23, 2022, and the remaining 15% of the stock units on July 23, 2023. |