Sec Form 4 Filing - Pearson J. Michael @ Valeant Pharmaceuticals International, Inc. - 2015-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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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1. Name and Address of Reporting Person
Pearson J. Michael
2. Issuer Name and Ticker or Trading Symbol
Valeant Pharmaceuticals International, Inc. [ VRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
2150 ST. ELZEAR BLVD. WEST
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2015
(Street)
LAVAL, A8H7L 4A8
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Units ( 1 ) 12/31/2015 F 14,412 ( 2 ) ( 3 ) ( 3 ) Common shares, no par value 465,588 ( 4 ) $ 73.77 465,588 D
Director
Reporting Owners
Reporting Owner Name / Address Relationships
10% Owner Officer Other
Pearson J. Michael
2150 ST. ELZEAR BLVD. WEST
LAVAL, A8H7L 4A8
X Chief Executive Officer
Signatures
by: Nicholas Zanoni for J Michael Pearson 01/05/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Upon award on August 23, 2011, each of these performance-based Restricted Share Unist ("RSUs") represented a contingent right to receive between zero and four common shares, no par value ("Common Shares"), of Valeant Pharmaceuticals International, Inc. ("Valeant") on February 1, 2019 (or as otherwise required by the applicable award agreement), subject to performance based vesting criteria. See note (3).
( 2 )This number represents a surrender of shares to which the reporting person is entitled pursuant to vested performance-based RSUs to satisfy certain tax withholding obligations due upon vesting of performance-based RSUs in 2015.
( 3 )Upon award, the performance-based RSUs were eligible to vest on the achievement of TSR targets ranging from 15% to 60% over a base price of $54.76 (i.e., at 15% each vesting RSU earns one Common Share and at 60% each vesting RSU earns four Common Shares) on each of three measurement dates: 25% would vest on February 2, 2015, 50% on May 2, 2015 and 25% on August 2, 2015, with early vesting possible after the second anniversary of the grant date at higher TSR levels. See note (4).
( 4 )Represents the maximum number of Common Shares that may be issued under this performance-based RSU award after giving effect to the surrender reported herein. Of that amount, performance-based RSUs have vested in respect of 445,936 Common Shares based on the applicable performance criteria and performance-based RSUs in respect of a further 19,652 Common Shares may still be earned subject to such criteria. See note (3).

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).

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