SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Valeant Pharmaceuticals International, Inc. [ VRX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/31/2015 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Share Units | (1) | 12/31/2015 | F | 14,412(2) | (3) | (3) | Common shares, no par value | 465,588(4) | $73.77 | 465,588 | D |
Explanation of Responses: |
1. Upon award on August 23, 2011, each of these performance-based Restricted Share Unist ("RSUs") represented a contingent right to receive between zero and four common shares, no par value ("Common Shares"), of Valeant Pharmaceuticals International, Inc. ("Valeant") on February 1, 2019 (or as otherwise required by the applicable award agreement), subject to performance based vesting criteria. See note (3). |
2. This number represents a surrender of shares to which the reporting person is entitled pursuant to vested performance-based RSUs to satisfy certain tax withholding obligations due upon vesting of performance-based RSUs in 2015. |
3. Upon award, the performance-based RSUs were eligible to vest on the achievement of TSR targets ranging from 15% to 60% over a base price of $54.76 (i.e., at 15% each vesting RSU earns one Common Share and at 60% each vesting RSU earns four Common Shares) on each of three measurement dates: 25% would vest on February 2, 2015, 50% on May 2, 2015 and 25% on August 2, 2015, with early vesting possible after the second anniversary of the grant date at higher TSR levels. See note (4). |
4. Represents the maximum number of Common Shares that may be issued under this performance-based RSU award after giving effect to the surrender reported herein. Of that amount, performance-based RSUs have vested in respect of 445,936 Common Shares based on the applicable performance criteria and performance-based RSUs in respect of a further 19,652 Common Shares may still be earned subject to such criteria. See note (3). |
by: Nicholas Zanoni for J Michael Pearson | 01/05/2016 | |
** 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 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). | ||
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. |