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