0001127602-13-035325.txt : 20131220 0001127602-13-035325.hdr.sgml : 20131220 20131220110202 ACCESSION NUMBER: 0001127602-13-035325 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: Zilberfarb Ben-Zion CENTRAL INDEX KEY: 0001390944 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 333-190859 FILM NUMBER: 131290374 MAIL ADDRESS: STREET 1: DEPARTMENT OF ECONOMICS STREET 2: BAR-ILAN UNIVERSARY CITY: RAMAT-GAN STATE: L3 ZIP: 52900 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2013-12-18 0001585364 PERRIGO Co plc PRGO 0001390944 Zilberfarb Ben-Zion C/O PERRIGO COMPANY 515 EASTERN AVENUE ALLEGAN MI 49010 1 Ordinary Shares 2013-12-18 4 A 0 4103 A 4103 D Director Stock Option Right to Buy 59.74 2013-12-18 4 A 0 2224 A 2020-11-09 Ordinary Shares 2224 2224 D Director Stock Option Right to Buy 89.42 2013-12-18 4 A 0 2275 A 2021-11-03 Ordinary Shares 2275 2275 D Director Stock Option Right to Buy 100.84 2013-12-18 4 A 0 2726 A 2022-11-14 Ordinary Shares 2726 2726 D Director Stock Option Right to Buy 39.62 2013-12-18 4 A 0 3053 A 2019-11-09 Ordinary Shares 3053 3053 D Director Stock Option Right to Buy 34.45 2013-12-18 4 A 0 3351 A 2018-11-13 Ordinary Shares 3351 3351 D Director Stock Option Right to Buy 17.38 2013-12-18 4 A 0 4364 A 2017-02-26 Ordinary Shares 4364 4364 D Director Stock Option Right to Buy 23.44 2013-12-18 4 A 0 4650 A 2017-10-30 Ordinary Shares 4650 4650 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. This option to purchase 2,224 New Perrigo ordinary shares for $59.74 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 2,224 Perrigo common stock shares for $59.74 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option. This option to purchase 2,275 New Perrigo ordinary shares for $89.42 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 2,275 Perrigo common stock shares for $89.42 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option. This option to purchase 2,726 New Perrigo ordinary shares for $100.84 per share, which vests on the date of the next Annual Shareholders Meeting in the Fall of 2014, was received in the Merger and represents the conversion of 2,726 Perrigo common stock shares for $100.84 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option. This option to purchase 3,053 New Perrigo ordinary shares for $39.62 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 3,053 Perrigo common stock shares for $39.62 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option. This option to purchase 3,351 New Perrigo ordinary shares for $34.45 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 3,351 Perrigo common stock shares for $34.45 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option. This option to purchase 4,364 New Perrigo ordinary shares for $17.38 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 4,364 Perrigo common stock shares for $17.38 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option. This option to purchase 4,650 New Perrigo ordinary shares for $23.44 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 4,650 Perrigo common stock shares for $23.44 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. Ben-Zion Zilberfarb 2013-12-20