Statement of Changes in Beneficial Ownership (4)
December 11 2017 - 02:18PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
WEISHAR GREGORY S
|
2. Issuer Name
and
Ticker or Trading Symbol
PharMerica CORP
[
PMC
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
|
(Last)
(First)
(Middle)
1901 CAMPUS PLACE
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/7/2017
|
(Street)
LOUISVILLE, KY 40299
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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
|
Common Stock, $0.01 par value
|
11/3/2017
|
|
G
|
V
|
51282
(1)
|
D
|
$0.00
|
444001
(2)
|
D
|
|
Common Stock, $0.01 par value
|
12/7/2017
|
|
D
|
|
440001
|
D
|
$29.25
(3)
(4)
|
0
|
D
|
|
Common Stock, $0.01 par value
|
12/7/2017
|
|
S
|
|
519589
|
D
|
$29.25
(3)
(4)
|
0
|
I
|
By Trust
|
Common Stock, $0.01 par value
|
12/7/2017
|
|
S
|
|
1500
|
D
|
$29.25
(3)
(4)
|
0
|
I
|
By Son
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Trans. Date
|
3A. Deemed Execution Date, if any
|
4. Trans. 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
|
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 of Derivative Security: 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
|
Performance share units
|
$0.00
|
12/7/2017
|
|
A
|
|
146521
|
|
(4)
|
(4)
|
Common Stock, par value $0.01 per share
|
146521
|
(4)
|
146521
|
D
|
|
Performance share units
|
$0.00
|
12/7/2017
|
|
D
|
|
|
146521
|
(4)
|
(4)
|
Common Stock, par value $0.01 per share
|
146521
|
(4)
|
0
|
D
|
|
Employee Stock Option
|
$10.84
|
12/7/2017
|
|
D
|
|
|
182801
|
(5)
|
3/25/2018
|
Common Stock, par value $0.01 per share
|
182801
|
$18.41
(6)
|
0
|
D
|
|
Explanation of Responses:
|
(1)
|
On November 3, 2017, the reporting person irrevocably transferred 51,282 shares to the Weishar Family Foundation.
|
(2)
|
The reported securities do not include 519,589 shares transferred on November 3, 2017 to the Greg S. Weishar Delaware Trust, for which securities the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
|
(3)
|
Pursuant to the terms of the Agreement and Plan of Merger, dated as of August 1, 2017 (the "Merger Agreement"), by and among PharMerica Corporation (the "Company"), Phoenix Parent Holdings Inc., a Delaware corporation ("Parent"), and Phoenix Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, at the effective time ("Effective Time") of the merger, Merger Sub will merge with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of Parent.
|
(4)
|
Pursuant to the terms of the Merger Agreement, as of the Effective Time (i) a portion of the Company's common stock, par value $0.01 per share ("Company Common Stock") owned by the reporting person was converted into shares of Parent common stock, par value $0.01 per share, (ii)the remaining shares of Company Common Stock owned by the reporting person were converted into the right to receive $29.25 in cash without interest (the "Merger Consideration") and (iii) each outstanding restricted stock unit granted by the Company was converted automatically into a right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such unit, such number of shares based on target performance in the case of performance stock units, multiplied by (y) the Merger Consideration.
|
(5)
|
The options vested in the following amounts on the following dates: 45,700 options on 03/25/2012, 45,700 options on 03/25/2013, 45,700 options on 03/25/2014 and 45,701 options on 03/25/2015.
|
(6)
|
Pursuant to the Merger Agreement, at the Effective Time, each outstanding employee option, whether vested or unvested ("Company Stock Option") became fully vested and was converted automatically into the right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such option, multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
WEISHAR GREGORY S
1901 CAMPUS PLACE
LOUISVILLE, KY 40299
|
X
|
|
Chief Executive Officer
|
|
Signatures
|
Gregory Weishar
|
|
12/8/2017
|
**
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 control number.
|
Pharmerica Corp. (delisted) (NYSE:PMC)
Historical Stock Chart
From Feb 2024 to Mar 2024
Pharmerica Corp. (delisted) (NYSE:PMC)
Historical Stock Chart
From Mar 2023 to Mar 2024