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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 Share Units | (1) | 08/23/2011 | A | 120,000 | (2) | (2) | Common Shares, no par value | 120,000 | $ 0 | 1,125,994 (3) | D | ||||
Non-Qualified Stock Options (right to purchase) | $ 54.76 | 08/23/2011 | A | 500,000 | 08/23/2015(4) | 08/23/2021 | Common Shares, no par value | 500,000 | $ 54.76 | 4,765,489 (5) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Pearson J. Michael 7150 MISSISSAUGA ROAD MISSISSAUGA, A6 L5N8M5 |
X | Chairman of the Board and CEO |
By: Nicholas Zanoni for J. Michael Pearson | 10/03/2011 | |
**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) | Each Restricted Share Unit ("RSUs") represents a contingent right to receive between zero and three common shares, no par value, of Valeant Pharmaceuticals International, Inc. ("Valeant"), subject to performance based vesting criteria. See note (2). |
(2) | The performance based RSUs are eligible to vest on the achievement of certain TSR targets over a base price of $54.76. The 3-year TSR measurement period applicable to the vesting of the PSUs begins on the earlier of i) the common stock of the Company reaching a value of $54.76 (based on a 20-trading-day average), or ii) February 1, 2014. |
(3) | Includes 1,005,994 PSUs previously reported in Table II. |
(4) | The options vest 25% per year over 4 years with the first vest date on the first anniversary of the grant, the second vest date on the second anniversary of the grant, the third vest date on the third anniversary of the grant and the fourth vest date on the fourth anniversary of the grant. |
(5) | Includes 4,265,489 NQSOs previously reported in Table II. |