0001127602-13-035306.txt : 20131220 0001127602-13-035306.hdr.sgml : 20131220 20131220104640 ACCESSION NUMBER: 0001127602-13-035306 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: Brown Judy L CENTRAL INDEX KEY: 0001355818 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 333-190859 FILM NUMBER: 131290317 MAIL ADDRESS: STREET 1: C/O PERRIGO COMPANY STREET 2: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2013-12-18 0001585364 PERRIGO Co plc PRGO 0001355818 Brown Judy L C/O PERRIGO COMPANY 515 EASTERN AVENUE ALLEGAN MI 49010 1 Executive VP & CFO Ordinary Shares 2013-12-18 4 A 0 7445 A 7445 D Restricted Stock Units 0 2013-12-18 4 A 0 2578 A 2015-08-23 2015-08-23 Ordinary Shares 2578 2578 D Restricted Stock Units 0 2013-12-18 4 A 0 2877 A 2016-08-22 2016-08-22 Ordinary Shares 2877 2877 D Restricted Stock Units 0 2013-12-18 4 A 0 3475 A 2014-08-23 2014-08-23 Ordinary Shares 3475 3475 D Employee Stock Option Right to Buy 35.85 2013-12-18 4 A 0 6061 A 2018-08-25 Ordinary Shares 6061 6061 D Employee Stock Option Right to Buy 58.82 2013-12-18 4 A 0 12901 A 2020-08-19 Ordinary Shares 12901 12901 D Employee Stock Option Right to Buy 119.78 2013-12-18 4 A 0 13450 A 2023-08-22 Ordinary Shares 13450 13450 D Employee Stock Option Right to Buy 90.65 2013-12-18 4 A 0 14089 A 2021-08-23 Ordinary Shares 14089 14089 D Employee Stock Option Right to Buy 108.62 2013-12-18 4 A 0 15695 A 2022-08-23 Ordinary Shares 15695 15695 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, were received in the Merger and represent the conversion of 2,578 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 22, 2016, were received in the Merger and represent the conversion of 2,877 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, were received in the Merger and represent the conversion of 3,475 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 6,061 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 an option to purchase 6,061 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 12,901 New Perrigo ordinary shares for $58.82 per share, which vests in three equal installments beginning on August 19, 2011, was received in the Merger and represents the conversion of an option to purchase 12,901 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 13,450 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 an option to purchase 13,450 Perrigo common stock 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 14,089 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 an option to purchase 14,089 Perrigo common stock 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 15,695 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 an option to purchase 15,695 Perrigo common stock for $108.62 per share. This New Perrigo stock options has the same terms and conditions as the original Perrigo stock option. /s/ Penny Bursma, attorney-in-fact for Ms. Judy L. Brown 2013-12-20