SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/02/2018 | 3. Issuer Name and Ticker or Trading Symbol Bausch Health Companies Inc. [ BHC ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Shares, No Par Value | 21,131(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Restricted Share Units | (2) | 01/06/2020 | Common Shares, No Par Value | 2,987 | (2) | D | |
Restrcited Share Units | (3) | 03/20/2021 | Common Stock, No Par Value | 2,842 | (3) | D | |
Non-qualified Stock Options (right To Purchase) | (4) | 03/07/2028 | Common Shares, No Par Value | 25,357 | 15.32 | D | |
Non-qualified Stock Options (right To Purchase) | (4) | 03/01/2027 | Common Shares, No Par Value | 22,002 | 14.38 | D | |
Non-qualified Stock Options (right To Purchase) | (4) | 06/09/2026 | Common Shares, No Par Value | 16,780 | 23.92 | D | |
Non-qualified Stock Options (right To Purchase) | (5) | 05/30/2024 | Common Shares, No Par Value | 6,387 | 129.22 | D | |
Restricted Share Units | (6) | (6) | Common Shares, No Par Value | 712 | (7) | D |
Explanation of Responses: |
1. Includes (i) 4,235 restricted share units ("RSUs") which will vest on June 22, 2019, subject to the reporting person's continued service, and (ii) 16,672 RSUs which vest in equal installments on each of the first three anniversaries following the date of grant, subject to the reporting person's continued service. Vested RSUs are settled in Common Shares, no par value ("Common Shares") of Bausch Health Companies Inc. ("Bausch Health"). |
2. Represents a grant of performance-based RSUs. The target number of performance-based RSUs granted to the reporting person was 2,987 and the maximum number that can be distributed is 5,974. The performance-based RSUs shall vest and be distributed between 0-200% of target based on TSR as measured on January 6, 2020 (the "2020 Measurement Date"). If the TSR for the period between the grant date and the 2020 Measurement Date is below the 50th percentile ranking of the TSR for the applicable peer group, the reporting person will receive no more than the number of Common Shares equal to the target number of performance-based RSUs subject to the award. |
3. Represents a grant of performance-based RSUs. The target number of performance-based RSUs granted to the reporting person was 2,842 and the maximum number that can be distributed is 4,964. The performance-based RSUs shall vest and be distributed between 0-200% of target based on TSR as measured for the 20 trading days preceding the TSR Measurement Date (the "2021 Measurement Date") which is the third anniversary of the grant date (March 7, 2021). If the TSR for the period between the grant date and the 2021 Measurement Date is below the 50th percentile ranking of the TSR for the applicable peer group based on the 20 trading days preceding the Measurement Date, the reporting person will receive no more than the number of Common Shares equal to the target number of performance-based RSUs subject to the award. |
4. Vests in equal installments on each of the first three anniversaries of the date of grant. |
5. Vests in equal installments on each of the first four anniversaries of the date of grant. |
6. The performance-based RSUs are eligible to vest on the achievement of Bausch Health's Total Shareholder Return ("TSR") target on August 18, 2018, subject to the reporting person's continued service on such date. |
7. Each RSU represents a contingent right to receive between zero and three Common Shares, subject to performance based vesting criteria. |
/s/ Kirsten O'Donnell, attorney-in-fact for Mark C. McKenna | 08/10/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |