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, 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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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)
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2. Issuer Name and Ticker or Trading Symbol
IVAX CORP [ IVX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year)
01/26/2006 |
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 | ||||||
Common Stock, $.10 Par Value Per Share | 01/26/2006 | D | 953,125 ( 1 ) | D | ( 1 ) | 0 | D | |||
Common Stock, $.10 Par Value Per Share | 01/26/2006 | D | 10,910 ( 2 ) | D | ( 2 ) | 0 | I | ESPP | ||
Common Stock, $.10 Par Value Per Share | 01/26/2006 | D | 11,490 ( 3 ) | D | ( 3 ) | 0 | I | 401(k) |
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 | ||||||||
Employee Stock Option (Right to Buy) | $4.9 | 01/26/2006 | D | 11,719 | ( 4 ) | 09/18/2007 | Common Stock | 11,719 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $11.7 | 01/26/2006 | D | 585,938 | ( 5 ) | 01/12/2010 | Common Stock | 585,938 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $23.04 | 01/26/2006 | D | 585,938 | ( 6 ) | 01/23/2011 | Common Stock | 585,938 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $15.43 | 01/26/2006 | D | 406,250 | ( 7 ) | 01/21/2012 | Common Stock | 406,250 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $8.79 | 01/26/2006 | D | 275,000 | ( 8 ) | 03/05/2013 | Common Stock | 275,000 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $18.4 | 01/26/2006 | D | 125,000 | ( 9 ) | 03/14/2014 | Common Stock | 125,000 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $18.4 | 01/26/2006 | D | 275,000 | ( 10 ) | 03/14/2014 | Common Stock | 275,000 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $15.93 | 01/26/2006 | D | 380,000 | ( 11 ) | 02/22/2010 | Common Stock | 380,000 | $0 | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to merger agreement between Issuer and Teva Pharmaceutical Industries Ltd. in exchange for 403,696 shares of Teva Common Stock, having a market value of $40.63 per share on the effective date of the merger and cash in the amount of $12,390,625 subject to pro-ration. |
2. Held in the IVAX Employee Stock Purchase Plan. Disposed of pursuant to merger agreement between Teva Pharmaceutical Industries Ltd. in exchange for 4,620 shares of Teva Common Stock, having a market value of $40.63 per share on the effective date of the merger and cash in the amount of $141,830 subject to pro-ration. |
3. Held in a 401(k) Plan. Disposed of pursuant to merger agreement between Teva Pharmaceutical Industries Ltd. in exchange for 4,866 shares of Teva Common Stock, having a market value of $40.63 per share on the effective date of the merger and cash in the amount of $149,370 subject to pro-ration. |
4. This option, which immediately vested on September 19, 1997, was assumed by Teva in the merger and replaced with an option to purchase 9,927 shares of Teva Common Stock for $5.78 per share. |
5. This option, which provided for vesting in four equal annual installments beginning January 13, 2000, was assumed by Teva in the merger and replaced with an option to purchase 496,348 shares of Teva Common Stock for $13.81 per share. |
6. This option, which provided for vesting in four equal annual installments beginning January 24, 2001, was assumed by Teva in the merger and replaced with an option to purchase 496,348 shares of Teva Common Stock for $27.20 per share. |
7. This option, which provided for vesting in four equal annual installments beginning January 22, 2002, was assumed by Teva in the merger and replaced with an option to purchase 344,134 shares of Teva Common Stock for $18.22 per share. |
8. This option, which provided for vesting in four equal annual installments beginning March 6, 2003, was assumed by Teva in the merger and replaced with an option to purchase 232,952 shares of Teva Common Stock for $10.38 per share. |
9. This option, which provided for vesting in four equal annual installments beginning March 15, 2004, was assumed by Teva in the merger and replaced with an option to purchase 105,887 shares of Teva Common Stock for $21.72 per share. |
10. This option, which provided for vesting in four equal annual installments beginning March 15, 2004, was assumed by Teva in the merger and replaced with an option to purchase 232,952 shares of Teva Common Stock for $21.72 per share. |
11. This option, which provided for vesting in four equal annual installments beginning February 23, 2005, was assumed by Teva in the merger and replaced with an option to purchase 321,898 shares of Teva Common Stock for $18.81 per share. |
/s/ Neil Flanzraich | 01/26/2006 | |
** 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. |