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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 | 7,989 | (2) | (2) | Common Stock | 7,989 | $ 0 | 7,989 | D | ||||
| Stock Option (Right to Buy) | $ 47.18 | 07/01/2014 | D | 8,476 | (3) | 10/23/2023 | Common stock | 8,476 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 47.18 | 07/01/2014 | D | 2,724 | (4) | 10/23/2023 | Common stock | 2,724 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 92.65 | 07/01/2014 | D | 1,079 | (5) | 05/12/2024 | Common stock | 1,079 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 92.65 | 07/01/2014 | D | 9,631 | (6) | 05/12/2024 | Common stock | 9,631 | (6) | 0 | D | ||||
| Restricted Stock Units | $ 0 | 07/01/2014 | D | 7,989 | (2) | (2) | Common Stock | 7,989 | (7) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kelly John Alexander C/O FOREST LABORATORIES, INC. 909 THIRD AVENUE NEW YORK, NY 10022 |
SVP - Chief Comm's & IR | |||
| /s/ Rita Weinberger as attorney-in-fact for John Alexander Kelly | 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) | 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. |
| (2) | 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. |
| (3) | The options, which vest in equal amounts on October 24, 2014, October 24, 2015, October 24, 2016, and October 24, 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. |
| (4) | The options, which vest in equal amounts on October 24, 2014, October 24, 2015, October 24, 2016, and October 24, 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. |
| (5) | The options, which vest on 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. |
| (6) | The options, 2,678 of which vest on May 13, 2015, 2,678 of which vest on May 13, 2016, 2,677 of which vest on May 13, 2017, and 1,598 of which vest on 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. |
| (7) | 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. |