0001585364-18-000044.txt : 20180608
0001585364-18-000044.hdr.sgml : 20180608
20180608171244
ACCESSION NUMBER: 0001585364-18-000044
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20180606
FILED AS OF DATE: 20180608
DATE AS OF CHANGE: 20180608
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Smith Jeffrey C
CENTRAL INDEX KEY: 0001362697
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36353
FILM NUMBER: 18890325
MAIL ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
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: 1231
BUSINESS ADDRESS:
STREET 1: TREASURY BUILDING
STREET 2: LOWER GRAND CANAL STREET
CITY: DUBLIN
STATE: L2
ZIP: L2 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
4
1
wf-form4_152849234580972.xml
FORM 4
X0306
4
2018-06-06
0
0001585364
PERRIGO Co plc
PRGO
0001362697
Smith Jeffrey C
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
1
0
0
0
Ordinary Shares
2018-06-06
4
M
0
4265
73.22
A
4793
D
Ordinary Shares
2018-06-06
4
F
0
2048
73.22
D
2745
D
Ordinary Shares
3287856
I
By Starboard Value and Opportunity Master Fund Ltd
Ordinary Shares
368692
I
By Starboard Leaders Select III LP
Ordinary Shares
2018065
I
By Starboard Leaders Kilo LLC
Ordinary Shares
446645
I
By Starboard Value and Opportunity S LLC
Ordinary Shares
3662220
I
By Managed Accounts of Starboard Value LP
Ordinary Shares
257947
I
By Starboard Value and Opportunity C LP
Restricted Stock Units
2018-06-06
4
M
0
4265
A
2018-06-06
2018-06-06
Ordinary Shares
4265.0
0
D
Vesting of service-based restricted stock units granted on June 6, 2017.
Ordinary shares directly held by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard V&O Fund for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Ordinary shares owned directly by Starboard Leaders Select III LP ("Starboard Select III LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Select III LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard Select III LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Ordinary shares owned directly by Starboard Leaders Kilo LLC ("Starboard Kilo LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Kilo LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard Kilo LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Ordinary shares directly held by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Ordinary shares held in certain accounts managed by Starboard Value LP (the "Managed Accounts"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares held in the Managed Accounts for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Each Restricted Stock Unit represents a contingent right to receive one Perrigo Company plc ordinary share.
/s/ David McConnell, attorney-in-fact for Mr. Jeffrey Smith
2018-06-08
EX-24
2
ex24.txt
JSPOA
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each
of Todd W. Kingma, Ryan Bradtke and David McConnell
, signing singly, as the undersigned?s true and
lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in
the undersigned?s capacity as an officer and/or
director of Perrigo Company plc (the ?Company?), Forms
3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules
thereunder;
(2) do and perform any and all acts for and on behalf
of the undersigned that may be necessary or desirable
to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment thereto, and timely
file such form with the United States Securities and
Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in
such attorney-in-fact?s discretion.
The undersigned hereby grants to each such attorney-
in-fact full power and authority to do any and all
things and take any and all actions necessary in the
exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present,
with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-
fact, or such attorney-in-fact?s substitute or
substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming, any of the
undersigned?s responsibilities to comply with Section
16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to
file Forms 3, 4, and 5 with respect to the
undersigned?s holdings of and transactions in
securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 8th day of
February 2017.
/s/ Jeffrey C. Smith
Jeffrey C. Smith
Director