0001127602-13-035321.txt : 20131220
0001127602-13-035321.hdr.sgml : 20131220
20131220105852
ACCESSION NUMBER: 0001127602-13-035321
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: PAPA JOSEPH C
CENTRAL INDEX KEY: 0001242215
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-190859
FILM NUMBER: 131290360
MAIL ADDRESS:
STREET 1: C/O WATSON PHARMACEUTICALS INC
STREET 2: 311 BONNIE CIRCLE
CITY: CORONA
STATE: CA
ZIP: 92880
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2013-12-18
0001585364
PERRIGO Co plc
PRGO
0001242215
PAPA JOSEPH C
C/O PERRIGO COMPANY
515 EASTERN AVENUE
ALLEGAN
MI
49010
1
1
1
President and CEO
Chairman
Ordinary Shares
2013-12-18
4
A
0
96655
A
96655
D
Restricted Stock Units
0
2013-12-18
4
A
0
7365
A
2015-08-23
2015-08-23
Ordinary Shares
7365
7365
D
Restricted Stock Units
0
2013-12-18
4
A
0
9518
A
2016-08-22
2016-08-22
Ordinary Shares
9518
9518
D
Restricted Stock Units
0
2013-12-18
4
A
0
11419
A
2014-08-23
2014-08-23
Ordinary Shares
11419
11419
D
Employee Stock Option Right to Buy
58.82
2013-12-18
4
A
0
30183
A
2020-08-19
Ordinary Shares
30183
30183
D
Employee Stock Option Right to Buy
119.78
2013-12-18
4
A
0
44496
A
2023-08-22
Ordinary Shares
44496
44496
D
Employee Stock Option Right to Buy
108.62
2013-12-18
4
A
0
44843
A
2022-08-23
Ordinary Shares
44843
44843
D
Employee Stock Option Right to Buy
90.65
2013-12-18
4
A
0
46293
A
2021-08-23
Ordinary Shares
46293
46293
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.
These restricted stock units, which vest on August 23, 2015, received in the Merger and represent the conversion of 7,365 Perrigo restricted stock units. These New Perrigo restricted stock units have the same terms and conditions as the original Perrigo restricted stock units.
These restricted stock units, which vest on August 23, 2016, received in the Merger and represent the conversion of 9,518 Perrigo restricted stock units. These New Perrigo restricted stock units have the same terms and conditions as the original Perrigo restricted stock units.
These restricted stock units, which vest on August 23, 2014, received in the Merger and represent the conversion of 11,419 Perrigo restricted stock units. These New Perrigo restricted stock units have the same terms and conditions as the original Perrigo restricted stock units.
This option to purchase 30,183 New Perrigo ordinary shares for $58.82 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 30,183 Perrigo common stock shares for $58.82 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
This option to purchase 44,496 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 44,496 Perrigo common stock shares for $119.78 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
This option to purchase 44,843 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 44,843 Perrigo common stock shares for $108.62 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
This option to purchase 46,293 New Perrigo ordinary shares for $90.65 per share, which vests in three equal installments beginning on August 23, 2012, was received in the Merger and represents the conversion of 46,293 Perrigo common stock shares for $90.65 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 Joseph C. Papa
2013-12-20