SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Brown Judy L

(Last)

(First)

(Middle)

C/O PERRIGO COMPANY

515 EASTERN AVENUE

(Street)

ALLEGAN

49010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PERRIGO CO [ PRGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/18/2013		D		7,445	D	⁽¹⁾	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	12/18/2013		D			2,578	08/23/2015	08/23/2015	Common Stock	2,578	⁽²⁾	0	D
Restricted Stock Units	$0	12/18/2013		D			2,877	08/22/2016	08/22/2016	Common Stock	2,877	⁽³⁾	0	D
Restricted Stock Units	$0	12/18/2013		D			3,475	08/23/2014	08/23/2014	Common Stock	3,475	⁽⁴⁾	0	D
Employee Stock Option Right to Buy	$35.85	12/18/2013		D			6,061	⁽⁵⁾	08/25/2018	Common Stock	6,061	⁽⁵⁾	0	D
Employee Stock Option Right to Buy	$58.82	12/18/2013		D			12,901	⁽⁶⁾	08/19/2020	Common Stock	12,901	⁽⁶⁾	0	D
Employee Stock Option Right to Buy	$119.78	12/18/2013		D			13,450	⁽⁷⁾	08/22/2023	Common Stock	13,450	⁽⁷⁾	0	D
Employee Stock Option Right to Buy	$90.65	12/18/2013		D			14,089	⁽⁸⁾	08/23/2021	Common Stock	14,089	⁽⁸⁾	0	D
Employee Stock Option Right to Buy	$108.62	12/18/2013		D			15,695	⁽⁹⁾	08/23/2022	Common Stock	15,695	⁽⁹⁾	0	D

Explanation of Responses:

1. Represents shares of Perrigo Company ("Perrigo") disposed of pursuant to merger of a wholly-owned subsidiary of Perrigo Company plc ("New Perrigo") with and into Perrigo, with Perrigo surviving the merger as a wholly-owned subsidiary of New Perrigo ("the Merger"), in exchange for cash and ordinary shares of New Perrigo, which was consummated after and conditioned on New Perrigo' s acquisition of Elan Corporation plc, by means of a "scheme of arrangement", an Irish statutory procedure under the Companies Act of 1963. At the effective time of the Merger, each Perrigo common share was cancelled and converted into the right to receive one New Perrigo ordinary share and $0.01 in cash.

2. These restricted stock units, which vest on August 23, 2015, were assumed by New Perrigo in the Merger and converted into 2,578 New Perrigo restricted stock units with the same terms and conditions as the original Perrigo restricted stock units.

3. These restricted stock units, which vest on August 22, 2016, were assumed by New Perrigo in the Merger and converted into 2,877 New Perrigo restricted stock units with the same terms and conditions as the original Perrigo restricted stock units.

4. These restricted stock units, which vest on August 23, 2014, were assumed by New Perrigo in the Merger and converted into 3,475 New Perrigo restricted stock units with the same terms and conditions as the original Perrigo restricted stock units.

5. This option, which was fully vested at the effective time of the Merger, was assumed by New Perrigo in the Merger and converted into an option to purchase 6,061 ordinary shares of New Perrigo for $35.85 per share with the same terms and conditions as the original Perrigo stock option.

6. This option, which provided for vesting in three equal installments beginning on August 19, 2011, was assumed by New Perrigo in the Merger and converted into an option to purchase 12,901 ordinary shares of New Perrigo for $58.82 per share with the same terms and conditions as the original Perrigo stock option.

7. This option, which provided for vesting in three equal installments beginning on August 22, 2014, was assumed by New Perrigo in the Merger and converted into an option to purchase 13,450 ordinary shares of New Perrigo for $119.78 per share with the same terms and conditions as the original Perrigo stock option.

8. This option, which provided for vesting in three equal installments beginning on August 23, 2012, was assumed by New Perrigo in the Merger and converted into an option to purchase 14,089 ordinary shares of New Perrigo for $90.65 per share with the same terms and conditions as the original Perrigo stock option.

9. This option, which provided for vesting in three equal installments beginning on August 23, 2013, was assumed by New Perrigo in the Merger and converted into an option to purchase 15,695 ordinary shares of New Perrigo for $108.62 per share with the same terms and conditions as the original Perrigo stock option.

	/s/ Penny Bursma, attorney-in-fact for Ms. Judy L. Brown	12/19/2013
	** Signature of Reporting Person	Date
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