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Filing Details

Accession Number:: 0001209191-17-064964
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-12-11 14:17:45
Reporting Period:: 2017-11-07

Accepted Time:: 2017-12-11 14:17:45
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1388195	Pharmerica Corp	PMC	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1194422	S Gregory Weishar	1901 Campus Place Louisville KY 40299	Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.01 Par Value	Disposition	2017-11-03	51,282	$0.00	444,001	No	5	G	Direct
Common Stock, $0.01 Par Value	Disposition	2017-12-07	440,001	$29.25	0	No	4	D	Direct
Common Stock, $0.01 Par Value	Disposition	2017-12-07	519,589	$29.25	0	No	4	S	Indirect	By Trust
Common Stock, $0.01 Par Value	Disposition	2017-12-07	1,500	$29.25	0	No	4	S	Indirect	By Son

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	G	Direct
No	4	D	Direct
No	4	S	Indirect	By Trust
No	4	S	Indirect	By Son

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, Par Value $0.01 Per Share	Performance share units	Acquisiton	2017-12-07	146,521	$0.00	146,521	$0.00
Common Stock, Par Value $0.01 Per Share	Performance share units	Disposition	2017-12-07	146,521	$0.00	146,521	$0.00
Common Stock, Par Value $0.01 Per Share	Employee Stock Option	Disposition	2017-12-07	182,801	$18.41	182,801	$10.84

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
146,521		No	4	A	Direct
0		No	4	D	Direct
0	2018-03-25	No	4	D	Direct

Footnotes

On November 3, 2017, the reporting person irrevocably transferred 51,282 shares to the Weishar Family Foundation.
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.
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.
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.
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.
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.