Pentwater Capital Management LP: Form 8.3 - AbbVie Inc

FORM 8.3 


           PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY            
    A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE     
                  Rule 8.3 of the Takeover Code (the "Code")                   

1. KEY INFORMATION

(a) Identity of the person whose positions/    Pentwater Capital Management  
dealings are being disclosed:                  LP                            


                                                                         
(b) Owner or controller of interests and short                               
positions disclosed, if different from 1(a):                                  
                                                                         
The naming of nominee or vehicle companies is                                
insufficient                                                                  
                                                                         
(c) Name of offeror/offeree in relation to     AbbVie Inc.                   
whose relevant securities this form relates:                                  
                                                                         
Use a separate form for each offeror/offeree                                  
                                                                         
(d) If an exempt fund manager connected with   N/A                           
an offeror/offeree, state this and specify                                   
identity of offeror/offeree:                                                  
                                                                         
(e) Date position held/dealing undertaken:     August 21, 2014                
                                                                         
(f) Has the discloser previously disclosed, or Yes - Shire Plc               
are they today disclosing, under the Code in                                 
respect of any other party to this offer?                                     
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE 
(a) Interests and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates following the dealing (if any) 
Class of relevant security:         Common shares of USD 0.01 par value       


                                                                             
                                     Interests            Short positions    
                                                                             
       Number              %        Number         %           


                                                           
(1) Relevant                                   6,158,167  0.38%
securities owned and/                                          
or controlled:                                                  
                                                           
(2) Derivatives                                                
(other than options):                                           
                                                           
(3) Options and        1,900,000     .12%      1,690,000  0.11%
agreements to                                                  
purchase/sell:                                                  
                                                           
TOTAL:                 1,900,000     .12%      7,848,167  0.49% 
All interests and all short positions should be disclosed. 
Details of any open derivative or option positions, or agreements to purchase
or sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions). 
(b) Rights to subscribe for new securities (including directors' and other
executive options) 
Class of relevant security in                                                
relation to which subscription right                                         
exists:                                                                       
                                                                         
Details, including nature of the                                             
rights concerned and relevant                                                
percentages:                                                                  
If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security. 
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE 
(a) Purchases and sales 
 Class of relevant    Purchase/sale         Number of        Price per unit   
 security                              securities                         


                                                                             

(b) Derivatives transactions (other than options)
    Class of       Product      Nature of dealing     Number of    Price per  
    relevant     description                          reference       unit    
    security                  e.g. opening/closing a  securities              
                   e.g. CFD    long/short position,                           
                              increasing/reducing a                           
                               long/short position                            
                                                                              

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class of   Product    Writing,   Number of  Exercise    Type     Expiry   
Option 
relevant description purchasing, securities price per             date    money 
 
security  e.g. call   selling,    to which    unit      e.g.              paid/ 


         option      varying     option             American,          
received 
                    etc.      relates             European           per 
unit 
                                                    etc.                     
                                                                               
Common   Call option writing      100,000     55.00   American  20 Sep   1.05 
USD 
                                                            14               
                                                                               
Common   Put option  writing      100,000     55.00   American  20 Sep   1.10 
USD 
                                                            14               
                                                                               
(ii) Exercising 
 Class of relevant   Product description      Number of      Exercise price per 


     security                                 securities            unit       
                      e.g. call option                                         
                                                                               

(d) Other dealings (including subscribing for new securities)

Class of relevant    Nature of dealing          Details       Price per unit 
    security                                                 (if applicable) 
                     e.g. subscription,                                      
                         conversion                                          
                                                                             

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of
the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or          
understanding, formal or informal, relating to relevant securities which may 
be an inducement to deal or refrain from dealing entered into by the person  
making the disclosure and any party to the offer or any person acting in     
concert with a party to the offer:                                           


                                                                         
If there are no such agreements, arrangements or understandings, state "none" 
                                                                          
(b) Agreements, arrangements or understandings relating to options or
derivatives 
Details of any agreement, arrangement or understanding, formal or informal,  
between the person making the disclosure and any other person relating to:    
                                                                         
(i) the voting rights of any relevant securities under any option; or         
                                                                         
(ii) the voting rights or future acquisition or disposal of any relevant     
securities to which any derivative is referenced:                             
                                                                         
If there are no such agreements, arrangements or understandings, state "none" 
                                                                          
(c) Attachments 
Is a Supplemental Form 8 (Open Positions) attached?           YES             
Date of disclosure:                    August 22, 2014                        
                                                                         
Contact name:                          Neal Nenadovic                         
                                                                         
Telephone number:                      312-589-6405                           
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available
for consultation in relation to the Code's dealing disclosure requirements on
+44 (0)20 7638 0129. 
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk. 


                     SUPPLEMENTAL FORM 8 (OPEN POSITIONS)                      

DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL
                                     ETC.                                      
             Note 5(i) on Rule 8 of the Takeover Code (the "Code")             

1. KEY INFORMATION

Identity of person whose open positions are    Pentwater Capital Management  
being disclosed:                               LP                            


                                                                         
Name of offeror/offeree in relation to whose   AbbVie Inc                    
relevant securities the disclosure relates:                                   
2. OPTIONS AND DERIVATIVES 
 Class of    Product   Written or  Number of   Exercise       Type     Expiry  
 relevant  description  purchased  securities  price per                date   
 security   e.g. call               to which      unit        e.g.              


             option                option or               American,           
                                   derivative               European           
                                    relates                   etc.             


                                                                           
Common     Call option Purchased   400,000    55.00 USD    American   20 Feb 15 
                                                                           
Common     Call option Purchased   400,000    55.00 USD    American   15 Jan 16 
                                                                           
Common     Call option Written     900,000    55.00 USD    American   20 Sep 14 
                                                                           
Common     Call option Written     240,000    52.50 USD    American   20 Sep 14 
                                                                           
Common     Put option  Written     200,000    52.50 USD    American   20 Sep 14 
                                                                           
Common     Put option  Written     900,000    55.00 USD    American   20 Sep 14 
                                                                           
Common     Put option  Purchased   550,000    50.00 USD    American   17 Jan 15 
Full details should be given so that the nature of the interest or position  
can be fully understood:                                                      
                                                                          
It is not necessary to provide details on a Supplemental Form (Open Positions)
with regard to contracts for differences ("CFDs") or spread bets. 
The currency of all prices and other monetary amounts should be stated. 
The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's dealing disclosure requirements on +44 (0)20 7638 0129. 
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk. 
                                                                          2 
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-0- Aug/22/2014 14:13 GMT
 
 
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