0001127602-13-035322.txt : 20131220
0001127602-13-035322.hdr.sgml : 20131220
20131220105942
ACCESSION NUMBER: 0001127602-13-035322
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: Shah Jatin
CENTRAL INDEX KEY: 0001444683
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-190859
FILM NUMBER: 131290363
MAIL ADDRESS:
STREET 1: 7 LOUIS COURT
CITY: EDISN
STATE: NJ
ZIP: 08820
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2013-12-18
0001585364
PERRIGO Co plc
PRGO
0001444683
Shah Jatin
C/O PERRIGO COMPANY
515 EASTERN AVENUE
ALLEGAN
MI
49010
1
Sr VP & Chief Scientific Offic
Ordinary Shares
2013-12-18
4
A
0
4166
A
4166
D
Restricted Stock Units
0
2013-12-18
4
A
0
552
A
2015-08-23
2015-08-23
Ordinary Shares
552
552
D
Restricted Stock Units
0
2013-12-18
4
A
0
693
A
2016-08-22
2016-08-22
Ordinary Shares
693
693
D
Restricted Stock Units
0
2013-12-18
4
A
0
794
A
2014-08-23
2014-08-23
Ordinary Shares
794
794
D
Employee Stock Option Right to Buy
35.85
2013-12-18
4
A
0
2105
A
2018-08-25
Ordinary Shares
2105
2105
D
Employee Stock Option Right to Buy
90.65
2013-12-18
4
A
0
3220
A
2021-08-23
Ordinary Shares
3220
3220
D
Employee Stock Option Right to Buy
119.78
2013-12-18
4
A
0
3240
A
2023-08-22
Ordinary Shares
3240
3240
D
Employee Stock Option Right to Buy
58.82
2013-12-18
4
A
0
3308
A
2020-08-19
Ordinary Shares
3308
3308
D
Employee Stock Option Right to Buy
108.62
2013-12-18
4
A
0
3363
A
2022-08-23
Ordinary Shares
3363
3363
D
Employee Stock Option Right to Buy
30.06
2013-12-18
4
A
0
4310
A
2019-08-25
Ordinary Shares
4310
4310
D
Employee Stock Option Right to Buy
20.50
2013-12-18
4
A
0
4993
A
2017-08-30
Ordinary Shares
4993
4993
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 552 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 693 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 794 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 2,105 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 2,105 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 3,220 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 3,220 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 3,240 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 3,240 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 3,308 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 3,308 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 3,363 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 3,363 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 4,310 New Perrigo ordinary shares for $30.06 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 4,310 Perrigo common stock shares for $30.06 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
This option, which was fully vested at the effective time of the Merger, was assumed by New Perrigo in the Merger and converted into an option to purchase 4,993 ordinary shares of New Perrigo for $20.50 per share with the same terms and conditions as the original Perrigo stock option.
This option to purchase 4,993 New Perrigo ordinary shares for $20.50 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 4,993 Perrigo common stock shares for $20.50 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. Jatin Shah
2013-12-20