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, 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*
HENEIN RAFICK

(Last) (First) (Middle)
4400 BISCAYNE BLVD

(Street)
MIAMI FL 33137-3227

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IVAX CORP [ IVX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) X Other (specify below)
Senior Vice President / Pres. & CEO of IVAX Pharm
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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)
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
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