0001127602-13-035315.txt : 20131220
0001127602-13-035315.hdr.sgml : 20131220
20131220105400
ACCESSION NUMBER: 0001127602-13-035315
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20131218
FILED AS OF DATE: 20131220
DATE AS OF CHANGE: 20131220
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PERRIGO Co plc
CENTRAL INDEX KEY: 0001585364
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: L2
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: TREASURY BUILDING
STREET 2: LOWER GRAND CANAL STREET
CITY: DUBLIN
STATE: L2
ZIP: 2
BUSINESS PHONE: 269-673-8451
MAIL ADDRESS:
STREET 1: 515 EASTERN AVENUE
CITY: ALLEGAN
STATE: MI
ZIP: 49010
FORMER COMPANY:
FORMER CONFORMED NAME: PERRIGO Co Ltd
DATE OF NAME CHANGE: 20130828
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: JANDERNOA MICHAEL J
CENTRAL INDEX KEY: 0001024511
STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022]
STATE OF INCORPORATION: MI
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-190859
FILM NUMBER: 131290345
MAIL ADDRESS:
STREET 1: C/O PERRIGO CO
STREET 2: 333 BRIDGE STREET NW, SUITE 800
CITY: GRAND RAPIDS
STATE: MI
ZIP: 49504
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2013-12-18
0001585364
PERRIGO Co plc
PRGO
0001024511
JANDERNOA MICHAEL J
C/O PERRIGO COMPANY
515 EASTERN AVENUE
ALLEGAN
MI
49010
1
Ordinary Shares
2013-12-18
4
A
0
160279
A
160279
I
By Trust
Ordinary Shares
2013-12-18
4
A
0
120552
A
120552
I
Jandernoa 2028 Charitable Remainder Trust
Ordinary Shares
2013-12-18
4
A
0
65500
A
65500
I
Jandernoa 2018 Charitable Remainder Trust
Ordinary Shares
2013-12-18
4
A
0
83992
A
83992
I
S. Jandernoa Trust.
Ordinary Shares
2013-12-18
4
A
0
868
A
868
D
Director Stock Option Right to Buy
59.74
2013-12-18
4
A
0
2224
A
2020-11-09
Ordinary Shares
2224
2224
D
Director Stock Option Right to Buy
89.42
2013-12-18
4
A
0
2275
A
2021-11-03
Ordinary Shares
2275
2275
D
Director Stock Option Right to Buy
100.84
2013-12-18
4
A
0
2726
A
2022-11-14
Ordinary Shares
2726
2726
D
Director Stock Option Right to Buy
39.62
2013-12-18
4
A
0
3053
A
2019-11-09
Ordinary Shares
3053
3053
D
Director Stock Option Right to Buy
34.45
2013-12-18
4
A
0
3351
A
2018-11-13
Ordinary Shares
3351
3351
D
Director Stock Option Right to Buy
23.44
2013-12-18
4
A
0
4650
A
2017-10-30
Ordinary Shares
4650
4650
D
Director Stock Option Right to Buy
16.77
2013-12-18
4
A
0
5814
A
2017-11-10
Ordinary Shares
5814
5814
D
Represents shares of Perrigo Company ("Perrigo") acquired in connection with the merger of a wholly-owned subsidiary of Perrigo Company plc ("New Perrigo") with and into Perrigo Company ("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.
Michael J. Jandernoa Trust of which the reporting person is the Trustee.
Susan M. Jandernoa Trust of which Mrs. Jandernoa is the Trustee.
This option to purchase 2,224 New Perrigo ordinary shares for $59.74 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 2,224 Perrigo common stock shares for $59.74 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
This option to purchase 2,275 New Perrigo ordinary shares for $89.42 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 2,275 Perrigo common stock shares for $89.42 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
This option to purchase 2,726 New Perrigo ordinary shares for $100.84 per share, which vests on the date of the next Annual Shareholders Meeting in the Fall of 2014, was received in the Merger and represents the conversion of 2,726 Perrigo common stock shares for $100.84 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
This option to purchase 3,053 New Perrigo ordinary shares for $39.62 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 3,053 Perrigo common stock shares for $39.62 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
This option to purchase 3,351 New Perrigo ordinary shares for $34.45 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 3,351 Perrigo common stock shares for $34.45 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
This option to purchase 4,650 New Perrigo ordinary shares for $23.44 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 4,650 Perrigo common stock shares for $23.44 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
This option to purchase 5,814 New Perrigo ordinary shares for $16.77 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 5,814 Perrigo common stock shares for $16.77 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
/s/ Penny Bursma attorney-in-fact for Mr. Jandernoa
2013-12-20