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 | 37,500 ( 1 ) | D | ( 1 ) | 0 | D | |||
Common Stock, $.10 Par Value Per Share | 01/26/2006 | D | 10,930 ( 2 ) | D | ( 2 ) | 0 | I | ESPP | ||
Common Stock, $.10 Par Value Per Share | 01/26/2006 | D | 553 ( 3 ) | D | ( 3 ) | 0 | I | 401(k) Plan |
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) | $3.81 | 01/26/2006 | D | 507,813 | ( 4 ) | 07/27/2007 | Common Stock | 507,813 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $5.7 | 01/26/2006 | D | 87,891 | ( 5 ) | 06/03/2006 | Common Stock | 87,891 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $14.77 | 01/26/2006 | D | 187,500 | ( 6 ) | 02/02/2010 | Common Stock | 187,500 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $20.79 | 01/26/2006 | D | 39,063 | ( 7 ) | 01/21/2011 | Common Stock | 39,063 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $20.64 | 01/26/2006 | D | 15,625 | ( 8 ) | 03/15/2011 | Common Stock | 15,625 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $15.43 | 01/26/2006 | D | 62,500 | ( 9 ) | 01/21/2012 | Common Stock | 62,500 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $8.79 | 01/26/2006 | D | 250,000 | ( 10 ) | 03/05/2013 | Common Stock | 250,000 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $18.4 | 01/26/2006 | D | 118,750 | ( 11 ) | 03/14/2014 | Common Stock | 118,750 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $18.4 | 01/26/2006 | D | 250,000 | ( 12 ) | 03/14/2014 | Common Stock | 250,000 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $15.93 | 01/26/2006 | D | 50,000 | ( 13 ) | 02/22/2010 | Common Stock | 50,000 | $0 | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to merger agreement between Issuer and Teva Pharmaceutical Industries Ltd. in exchange for15,883 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 $487,500 subject to pro-ration. |
2. Held in the Employee Stock Purchase Plan. Disposed of pursuant to merger agreement between Issuer and Teva Pharmaceutical Industries Ltd. in exchange for 4,629 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 $142,090 subject to pro-ration. |
3. Held in 401(k) Plan. Disposed of pursuant to merger agreement with Teva Pharmaceutical Industries Ltd. in exchange for 234 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 $7,189 subject to pro-ration. |
4. This option, which provided for vesting in four equal annual installments beginning July 28, 1997, was assumed by Teva in the merger and replaced with an option to purchase 430,168 shares of Teva Common Stock for $4.50 per share. |
5. This option, which provided for vesting in four equal annual installments beginning June 4, 1999, was assumed by Teva in the merger and replaced with an option to purchase 74,452 shares of Teva Common Stock for $6.73 per share. |
6. This option, which provided for vesting in four equal annual installments beginning February 3, 2000, was assumed by Teva in the merger and replaced with an option to purchase 158,831 shares of Teva Common Stock for $17.44 per share. |
7. This option, which provided for vesting in four equal annual installments beginning January 22, 2001, was assumed by Teva in the merger and replaced with an option to purchase 33,090 shares of Teva Common Stock for $24.54 per share. |
8. This option, which provided for vesting in four equal annual installments beginning March 16, 2001, was assumed by Teva in the merger and replaced with an option to purchase 13,235 shares of Teva Common Stock for $24.37 per share. |
9. 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 52,943 shares of Teva Common Stock for $18.22 per share. |
10. 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 211,775 shares of Teva Common Stock for $10.38 per share. |
11. 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 100,593 shares of Teva Common Stock for $21.72 per share. |
12. 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 211,775 shares of Teva Common Stock for $21.72 per share. |
13. 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 42,355 shares of Teva Common Stock for $18.81 per share. |
/s/ Rafick G. Henein, Ph.D. | 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. |