0001127602-13-035306.txt : 20131220
0001127602-13-035306.hdr.sgml : 20131220
20131220104640
ACCESSION NUMBER: 0001127602-13-035306
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: Brown Judy L
CENTRAL INDEX KEY: 0001355818
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-190859
FILM NUMBER: 131290317
MAIL ADDRESS:
STREET 1: C/O PERRIGO COMPANY
STREET 2: 515 EASTERN AVENUE
CITY: ALLEGAN
STATE: MI
ZIP: 49010
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2013-12-18
0001585364
PERRIGO Co plc
PRGO
0001355818
Brown Judy L
C/O PERRIGO COMPANY
515 EASTERN AVENUE
ALLEGAN
MI
49010
1
Executive VP & CFO
Ordinary Shares
2013-12-18
4
A
0
7445
A
7445
D
Restricted Stock Units
0
2013-12-18
4
A
0
2578
A
2015-08-23
2015-08-23
Ordinary Shares
2578
2578
D
Restricted Stock Units
0
2013-12-18
4
A
0
2877
A
2016-08-22
2016-08-22
Ordinary Shares
2877
2877
D
Restricted Stock Units
0
2013-12-18
4
A
0
3475
A
2014-08-23
2014-08-23
Ordinary Shares
3475
3475
D
Employee Stock Option Right to Buy
35.85
2013-12-18
4
A
0
6061
A
2018-08-25
Ordinary Shares
6061
6061
D
Employee Stock Option Right to Buy
58.82
2013-12-18
4
A
0
12901
A
2020-08-19
Ordinary Shares
12901
12901
D
Employee Stock Option Right to Buy
119.78
2013-12-18
4
A
0
13450
A
2023-08-22
Ordinary Shares
13450
13450
D
Employee Stock Option Right to Buy
90.65
2013-12-18
4
A
0
14089
A
2021-08-23
Ordinary Shares
14089
14089
D
Employee Stock Option Right to Buy
108.62
2013-12-18
4
A
0
15695
A
2022-08-23
Ordinary Shares
15695
15695
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, were received in the Merger and represent the conversion of 2,578 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 22, 2016, were received in the Merger and represent the conversion of 2,877 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, were received in the Merger and represent the conversion of 3,475 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 6,061 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 an option to purchase 6,061 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 12,901 New Perrigo ordinary shares for $58.82 per share, which vests in three equal installments beginning on August 19, 2011, was received in the Merger and represents the conversion of an option to purchase 12,901 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 13,450 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 13,450 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.
This option to purchase 14,089 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 an option to purchase 14,089 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.
This option to purchase 15,695 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 15,695 Perrigo common stock for $108.62 per share. This New Perrigo stock options has the same terms and conditions as the original Perrigo stock option.
/s/ Penny Bursma, attorney-in-fact for Ms. Judy L. Brown
2013-12-20