Statement of Changes in Beneficial Ownership (4)
29 Mai 2015 - 12:34AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Zanganeh Maky
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2. Issuer Name
and
Ticker or Trading Symbol
PHARMACYCLICS INC
[
PCYC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Operating Officer
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(Last)
(First)
(Middle)
C/O PHARMACYCLICS, INC., 995 EAST ARQUES AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/26/2015
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(Street)
SUNNYVALE, CA 94085
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/26/2015
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D
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15000
(1)
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D
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$261.25
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351293
(2)
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D
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Common Stock
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5/26/2015
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U
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351293
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D
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$261.25
(3)
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0
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D
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Common Stock
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5/26/2015
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U
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75363
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D
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$261.25
(3)
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0
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I
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Custodian
(4)
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Common Stock
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5/26/2015
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U
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900
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D
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$261.25
(3)
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0
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I
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By Individual Retirement Account
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Common Stock
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5/26/2015
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U
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725
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D
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$261.25
(3)
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0
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I
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By Roth Individual Retirement Account
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$0.75
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5/26/2015
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D
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37500
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(5)
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3/3/2019
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Common Stock
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37500
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(5)
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0
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D
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Stock Option (Right to Buy)
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$7.19
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5/26/2015
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D
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114069
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(5)
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4/11/2020
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Common Stock
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114069
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(5)
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0
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D
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Stock Option (Right to Buy)
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$6.75
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5/26/2015
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D
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10000
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(5)
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6/2/2020
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Common Stock
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10000
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(5)
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0
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D
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Stock Option (Right to Buy)
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$7.69
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5/26/2015
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D
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30000
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(5)
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10/13/2020
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Common Stock
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30000
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(5)
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0
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D
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Stock Option (Right to Buy)
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$7.48
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5/26/2015
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D
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10000
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(5)
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10/14/2020
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Common Stock
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10000
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(5)
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0
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D
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Common Stock (Right to Buy)
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$5.81
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5/26/2015
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D
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25000
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(5)
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12/13/2020
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Common Stock
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25000
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(5)
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0
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D
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Common Stock (Right to Buy)
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$14.92
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5/26/2015
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D
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100000
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(5)
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12/1/2021
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Common Stock
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100000
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(5)
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0
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D
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Common Stock (Right to Buy)
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$61.60
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5/26/2015
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D
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100000
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(5)
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10/26/2022
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Common Stock
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100000
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(5)
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0
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D
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Common Stock (Right to Buy)
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$102.00
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5/26/2015
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D
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40000
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(5)
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4/2/2024
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Common Stock
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40000
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(5)
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0
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D
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Explanation of Responses:
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(
1)
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Represents shares issuable pursuant to a Restricted Stock Unit Award that was cancelled in exchange for a cash payment, subject to applicable withholding taxes and pursuant to the procedures terms set forth in the Agreement and Plan of Reorganization (the "Merger Agreement") dated March 4, 2015, by and between the Issuer, AbbVie Inc., a Delaware corporation ("AbbVie"), Oxford Amherst Corporation, a Delaware corporation and a direct wholly owned subsidiary of AbbVie and Oxford Amherst LLC, a Delaware limited liability company and a direct wholly owned subsidiary of AbbVie.
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(
2)
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Includes 262 shares acquired under the Pharmacyclics, Inc. Employee Stock Purchase Plan on April 30, 2015.
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(
3)
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Price reflects aggregate per share consideration paid pursuant to the Tender Offer.
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(
4)
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By Reporting Person for Minor Child.
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(
5)
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This option was cancelled pursuant to the terms of the Merger Agreement in exchange for a cash payment equal to the number of shares subject to the option multiplied by the difference between $261.25 and the exercise price of the option, subject to applicable withholding taxes and pursuant to the procedures set forth in the Merger Agreement.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Zanganeh Maky
C/O PHARMACYCLICS, INC.
995 EAST ARQUES AVENUE
SUNNYVALE, CA 94085
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Chief Operating Officer
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Signatures
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/s/ Makham Zanganeh
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5/27/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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