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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PERRIGO Co plc [ PRGO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Ordinary Shares | 12/18/2013 | A | 9,879 | A | (1) | 9,879 | I | By Trust(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | $0 | 12/18/2013 | A | 1,022 | 08/23/2015 | 08/23/2015 | Ordinary Shares | 1,022 | (3) | 1,022 | D | ||||
Restricted Stock Units | $0 | 12/18/2013 | A | 1,536 | 08/22/2016 | 08/22/2016 | Ordinary Shares | 1,536 | (4) | 1,536 | D | ||||
Restricted Stock Units | $0 | 12/18/2013 | A | 1,671 | 08/23/2014 | 08/23/2014 | Ordinary Shares | 1,671 | (5) | 1,671 | D | ||||
Employee Stock Option Right to Buy | $90.65 | 12/18/2013 | A | 2,258 | (6) | 08/23/2021 | Ordinary Shares | 2,258 | (6) | 2,258 | D | ||||
Employee Stock Option Right to Buy | $108.62 | 12/18/2013 | A | 6,222 | (7) | 08/23/2022 | Ordinary Shares | 6,222 | (7) | 6,222 | D | ||||
Employee Stock Option Right to Buy | $119.78 | 12/18/2013 | A | 7,182 | (8) | 08/22/2023 | Ordinary Shares | 7,182 | (8) | 7,182 | D |
Explanation of Responses: |
1. 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. |
2. Shares held in John T. Hendrickson Trust, of which the reporting person is the Trustee. |
3. These restricted stock units, which vest on August 23, 2015, were received in the Merger and represent the conversion of 1,022 Perrigo restricted stock units. These New Perrigo restricted stock units have the same terms and conditions as the original Perrigo restricted stock units. |
4. These restricted stock units, which vest on August 22, 2016, were received in the Merger and represent the conversion of 1,536 Perrigo restricted stock units. These New Perrigo restricted stock units have the same terms and conditions as the original Perrigo restricted stock units. |
5. These restricted stock units, which vest on August 23, 2014, were received in the Merger and represent the conversion of 1,671 Perrigo restricted stock units. These New Perrigo restricted stock units have the same terms and conditions as the original Perrigo restricted stock units. |
6. This option to purchase 2,258 New Perrigo ordinary shares for $90.65 per share, which vests on August 23, 2014, was received in the Merger and represents the conversion of an option to purchase 2,258 Perrigo common stock for $90.65 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option. |
7. This option to purchase 6,222 New Perrigo ordinary shares for $108.62 per share, which vests in three equal installments beginning on August 23, 2013, was received in the Merger and represents the conversion of an option to purchase 6,222 Perrigo common stock for $108.62 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option. |
8. This option to purchase 7,182 New Perrigo ordinary shares for $119.78 per share, which vests in three equal installments beginning on August 22, 2014, was received in the Merger and represents the conversion of an option to purchase 7,182 Perrigo common stock for $119.78 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. John T. Hendrickson | 12/20/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |