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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 | ||||||||
Non-Employee Director Option | $ 39.04 | 12/11/2012 | D | 21,000 | (2) | 09/30/2014 | Common Stock | 21,000 | $ 4.96 (2) | 0 | D | ||||
Non-Employee Director Option | $ 37.85 | 12/11/2012 | D | 7,743 | (3) | 05/15/2019 | Common Stock | 7,743 | $ 6.15 (3) | 0 | D | ||||
Non-Employee Director Option | $ 22.79 | 12/11/2012 | D | 15,000 | (2) | 05/20/2015 | Common Stock | 15,000 | $ 21.21 (2) | 0 | D | ||||
Non-Employee Director Option | $ 33.81 | 12/11/2012 | D | 15,000 | (2) | 05/22/2014 | Common Stock | 15,000 | $ 10.19 (2) | 0 | D | ||||
Non-Employee Director Option | $ 32.35 | 12/11/2012 | D | 7,500 | (2) | 09/29/2013 | Common Stock | 7,500 | $ 11.65 (2) | 0 | D | ||||
Non-Employee Director Option | $ 23.62 | 12/11/2012 | D | 15,000 | (2) | 05/18/2017 | Common Stock | 15,000 | $ 20.38 (2) | 0 | D | ||||
Non-Employee Director Option | $ 15.89 | 12/11/2012 | D | 5,545 | (2) | 05/19/2016 | Common Stock | 15,000 | $ 28.11 (2) | 0 | D | ||||
Non-Employee Director Option | $ 32.56 | 12/11/2012 | D | 15,000 | (2) | 09/30/2015 | Common Stock | 15,000 | $ 11.44 (2) | 0 | D | ||||
Non-Employee Director Option | $ 29.3 | 12/11/2012 | D | 21,000 | (2) | 09/30/2013 | Common Stock | 21,000 | $ 14.7 (2) | 0 | D | ||||
Non-Employee Director Option | $ 36.29 | 12/11/2012 | D | 6,842 | (2) | 05/17/2018 | Common Stock | 6,842 | $ 7.71 (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ALTSCHUL ARTHUR G JR 7720 N. DOBSON RD. SCOTTSDALE, AZ 85256 |
Arthur Altschul | 12/13/2012 | |
**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 December 11, 2012, the Issuer completed its merger (the "Merger") with Valeant Pharmaceuticals International ("Valeant"), whereby the Issuer became a wholly owned subsidiary of Valeant, pursuant to an Agreement and Plan of Merger that was entered into on September 2, 2012 (the "Merger Agreement"). In accordance with the Merger Agreement, each share of common stock of the Issuer issued and outstanding immediately prior to the consummation of the Merger converted into a right to receive an amount in cash equal to $44.00 per share (the "Per Share Merger Consideration"), without interest. The amount of shares in Column 4 includes 2,311 restricted shares of common stock that also converted into a right to receive the Per Share Merger Consideration. |
(2) | In accordance with the terms of the Merger Agreement, each option to acquire shares of the Issuer (whether vested or unvested) that was outstanding immediately prior to the consummation of the Merger was cancelled in exchange for the right to receive an amount in cash equal to the product of the number of shares of Issuer common stock subject to the option and the excess, if any, of the Per Share Merger Consideration over the exercise price per share of each respective award, less any required withholding taxes. This award had fully vested prior to the consummation of the Merger. |
(3) | In accordance with the terms of the Merger Agreement, each option to acquire shares of the Issuer (whether vested or unvested) that was outstanding immediately prior to the consummation of the Merger was cancelled in exchange for the right to receive an amount in cash equal to the product of the number of shares of Issuer common stock subject to the option and the excess, if any, of the Per Share Merger Consideration over the exercise price per share of each respective award, less any required withholding taxes. This award was fully unvested prior to the consummation of the Merger. |