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 Managementdealings are being disclosed: LP (b) Owner or controller of interests and shortpositions disclosed, if different from 1(a): The naming of nominee or vehicle companies isinsufficient (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/Aan offeror/offeree, state this and specifyidentity of offeror/offeree: (e) Date position held/dealing undertaken: October 14, 2014 (f) Has the discloser previously disclosed, or Yes - Shire Plcare they today disclosing, under the Code inrespect 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 orofferee 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 7,325,067 0.46%securities owned and/or controlled: (2) Derivatives(other than options): (3) Options and 2,186,600 .14% 929,600 0.06%agreements topurchase/sell: TOTAL: 2,186,600 .14% 8,254,667 0.52% All interests and all short positions should be disclosed. Details of any open derivative or option positions, or agreements to purchaseor sell relevant securities, should be given on a Supplemental Form 8 (OpenPositions). (b) Rights to subscribe for new securities (including directors' and otherexecutive options) Class of relevant security inrelation to which subscription rightexists: Details, including nature of therights concerned and relevantpercentages: If there are positions or rights to subscribe to disclose in more than oneclass of relevant securities of the offeror or offeree named in 1(c), copytable 2(a) or (b) (as appropriate) for each additional class of relevantsecurity. 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 Optionrelevant description purchasing, securities price per date moneysecurity 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 80,000 54.50 USD American 24 Oct 1.09 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 ofthe offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (asappropriate) 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 orunderstanding, formal or informal, relating to relevant securities which maybe an inducement to deal or refrain from dealing entered into by the personmaking the disclosure and any party to the offer or any person acting inconcert 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 orderivatives 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 relevantsecurities 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: October 15, 2014 Contact name: Neal Nenadovic Telephone number: 312-589-6405 Public disclosures under Rule 8 of the Code must be made to a RegulatoryInformation Service and must also be emailed to the Takeover Panel [email protected]. The Panel's Market Surveillance Unit is availablefor 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 Managementbeing disclosed: LP Name of offeror/offeree in relation to whose AbbVie Increlevant 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 546,600 55.00 USD American 20 Feb 15 Common Call option Purchased 400,000 55.00 USD American 15 Jan 16 Common Put option Purchased 350,000 50.00 USD American 17 Jan 15 Common Call option Purchased 300,000 60.00 USD American 17 Jan 15 Common Put option Written 250,000 55.00 USD American 18 Oct 14 Common Call option Purchased 300,000 57.50 USD American 15 Jan 16 Common Put option Written 250,000 56.50 USD American 18 Oct 14 Common Call option Written 109,600 58.00 USD American 18 Oct 14 Common Call option Written 250,000 58.50 USD American 18 Oct 14 Common Put option Written 60,000 57.50 USD American 18 Oct 14 Common Call option Written 60,000 57.50 USD American 18 Oct 14 Common Call option Written 80,000 55.50 USD American 18 Oct 14 Common Call option Written 80,000 54.50 USD American 24 Oct 14 Common Put option Written 80,000 55.50 USD American 18 Oct 14 Full details should be given so that the nature of the interest or positioncan 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 relationto 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.