0001390944-14-000002.txt : 20141023 0001390944-14-000002.hdr.sgml : 20141023 20141023154039 ACCESSION NUMBER: 0001390944-14-000002 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131218 FILED AS OF DATE: 20141023 DATE AS OF CHANGE: 20141023 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36353 FILM NUMBER: 141169911 MAIL ADDRESS: STREET 1: DEPARTMENT OF ECONOMICS STREET 2: BAR-ILAN UNIVERSARY CITY: RAMAT-GAN STATE: L3 ZIP: 52900 4/A 1 wf-form4a_141409322827635.xml FORM 4/A X0306 4/A 2013-12-18 2013-12-20 0 0001585364 PERRIGO Co plc PRGO 0001390944 Zilberfarb Ben-Zion C/O PERRIGO COMPANY 515 EASTERN AVENUE ALLEGAN MI 49010 1 0 0 0 Ordinary Shares 2013-12-18 4 A 0 4103 A 4103 D Ordinary Shares 2013-12-18 4 F 0 906 155.67 D 3197 D Director Stock Option Right to Buy 59.74 2013-12-18 4 A 0 2224 A 2020-11-09 Ordinary Shares 2224.0 2224 D Director Stock Option Right to Buy 89.42 2013-12-18 4 A 0 2275 A 2021-11-03 Ordinary Shares 2275.0 2275 D Director Stock Option Right to Buy 100.84 2013-12-18 4 A 0 2726 A 2022-11-14 Ordinary Shares 2726.0 2726 D Director Stock Option Right to Buy 39.62 2013-12-18 4 A 0 3053 A 2019-11-09 Ordinary Shares 3053.0 3053 D Director Stock Option Right to Buy 34.45 2013-12-18 4 A 0 3351 A 2018-11-13 Ordinary Shares 3351.0 3351 D Director Stock Option Right to Buy 17.38 2013-12-18 4 A 0 4364 A 2017-02-26 Ordinary Shares 4364.0 4364 D Director Stock Option Right to Buy 23.44 2013-12-18 4 A 0 4650 A 2017-10-30 Ordinary Shares 4650.0 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/ Ben-Zion Zilberfarb 2014-10-15 EX-24 2 a1408zilberfarbpoaforsecfi.htm ZILBERFARB POA FY 15



POWER OF ATTORNEY


 The undersigned hereby constitutes and appoints each of Todd W. Kingma, Ryan Bradtke, David McConnell, and Penny Bursma, 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 14th day of August, 2014.


 /s/ Ben-Zion Zilberfarb

Ben-Zion Zilberfarb
Director