Sec Form 4 Filing - PAPA JOSEPH C @ Valeant Pharmaceuticals International, Inc. - 2018-03-07

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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
PAPA JOSEPH C
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)
CHAIRMAN & CEO
(Last) (First) (Middle)
400 SOMERSET CORPORATE BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
03/07/2018
(Street)
BRIDGEWATER, NJ08807
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
Common Shares, No Par Value 03/07/2018 A 113,652 ( 1 ) A $ 0 689,019 ( 2 ) D
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
Non-qualified Stock Options (right To Purchase) $ 15.32 03/07/2018 A 338,058 ( 3 ) 03/07/2028 Common Shares, No Par Value 338,058 $ 0 338,058 D
Restricted Share Units ( 4 ) 03/07/2018 A 511,434 ( 4 ) 03/07/2021 Common Stock 511,434 $ 0 511,434 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PAPA JOSEPH C
400 SOMERSET CORPORATE BOULEVARD
BRIDGEWATER, NJ08807
X CHAIRMAN & CEO
Signatures
/s/ Kirsten O'Donnell, attorney-in-fact for Joseph C. Papa 03/09/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the award of restricted share units ("RSUs") which will vest one-third on each of the first three anniversaries following the date of grant, subject to the reporting person's continued service. Vested RSUs are settled in common shares, no par value ("Common Shares"), of Valeant Pharmaceuticals International, Inc. ("Valeant").
( 2 )Reflects the cancellation, on March 7, 2018, of 933,416 performance-based RSUs granted on May 2, 2016, as reported on a Form 4 filed by the reporting person on May 4, 2016.
( 3 )The options vest in equal installments on each of the first three anniversaries of the date of grant.
( 4 )Represents a grant of performance-based RSUs. The target number of performance-based RSUs granted to the reporting person was 255,717 and the maximum number that can be distributed is 511,434. The performance-based RSUs shall vest and be distributed between 0-200% of target based on Valeant's Total Shareholder Return ("TSR") as measured for the 20 trading days preceding the TSR Measurement Date ("Measurement Date") which is the third anniversary of the grant date (March 7, 2021). If Valeant's TSR for the period between the grant date and the Measurement Date is below the 50th percentile ranking of the TSR for the applicable peer group based on the 20 trading days preceding the Measurement Date, the reporting person will receive no more than the number of Common Shares equal to the target number of performance-based RSUs subject to the award.

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).
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