0001127602-13-035316.txt : 20131220 0001127602-13-035316.hdr.sgml : 20131220 20131220105454 ACCESSION NUMBER: 0001127602-13-035316 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: KINGMA TODD W CENTRAL INDEX KEY: 0001267878 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 333-190859 FILM NUMBER: 131290347 MAIL ADDRESS: STREET 1: C/O PERRIGO CO STREET 2: 515 ESTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2013-12-18 0001585364 PERRIGO Co plc PRGO 0001267878 KINGMA TODD W C/O PERRIGO COMPANY 515 EASTERN AVENUE ALLEGAN MI 49010 1 Executive VP, General Counsel Ordinary Shares 2013-12-18 4 A 0 5892 A 5892 D Ordinary Shares 2013-12-18 4 A 0 3000 A 3000 I Charitable Remainder Uni-Trust Restricted Stock Units 0 2013-12-18 4 A 0 1409 A 2015-08-23 2015-08-23 Ordinary Shares 1409 1409 D Restricted Stock Units 0 2013-12-18 4 A 0 1536 A 2016-08-22 2016-08-22 Ordinary Shares 1536 1536 D Restricted Stock Units 0 2013-12-18 4 A 0 2482 A 2014-08-23 2014-08-23 Ordinary Shares 2482 2482 D Employee Stock Option Right to Buy 35.85 2013-12-18 4 A 0 5105 A 2018-08-25 Ordinary Shares 5105 5105 D Employee Stock Option Right to Buy 119.78 2013-12-18 4 A 0 7182 A 2023-08-22 Ordinary Shares 7182 7182 D Employee Stock Option Right to Buy 108.62 2013-12-18 4 A 0 8576 A 2022-08-23 Ordinary Shares 8576 8576 D Employee Stock Option Right to Buy 90.65 2013-12-18 4 A 0 10064 A 2021-08-23 Ordinary Shares 10064 10064 D Employee Stock Option Right to Buy 58.82 2013-12-18 4 A 0 10652 A 2020-08-19 Ordinary Shares 10652 10652 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 1,409 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 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. These restricted stock units, which vest on August 23, 2014, received in the Merger and represent the conversion of 2,482 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 5,105 New Perrigo ordinary shares for $35.85 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 5,105 Perrigo common stock shares for $35.85 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option. 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 7,182 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 8,576 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 8,576 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 10,064 New Perrigo ordinary shares for $90.65 per share, which vests in three equal installments begninnin on August 23, 2012, was received in the Merger and represents the conversion of 10,064 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. This option to purchase 10,652 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 10,652 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. /s/ Penny Bursma, attorney-in-fact for Mr. Todd Kingma 2013-12-20