0001127602-13-035310.txt : 20131220 0001127602-13-035310.hdr.sgml : 20131220 20131220104957 ACCESSION NUMBER: 0001127602-13-035310 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: HENDRICKSON JOHN T CENTRAL INDEX KEY: 0001219842 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 333-190859 FILM NUMBER: 131290324 MAIL ADDRESS: STREET 1: C/O PERRIGO CO STREET 2: 515 EASTERN AVE CITY: ALLEGAN STATE: MI ZIP: 49010 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2013-12-18 0001585364 PERRIGO Co plc PRGO 0001219842 HENDRICKSON JOHN T C/O PERRIGO COMPANY 515 EASTERN AVENUE ALLEGAN MI 49010 1 EVP Global Operations & Supply Ordinary Shares 2013-12-18 4 A 0 9879 A 9879 I By Trust Restricted Stock Units 0 2013-12-18 4 A 0 1022 A 2015-08-23 2015-08-23 Ordinary Shares 1022 1022 D Restricted Stock Units 0 2013-12-18 4 A 0 1536 A 2016-08-22 2016-08-22 Ordinary Shares 1536 1536 D Restricted Stock Units 0 2013-12-18 4 A 0 1671 A 2014-08-23 2014-08-23 Ordinary Shares 1671 1671 D Employee Stock Option Right to Buy 90.65 2013-12-18 4 A 0 2258 A 2021-08-23 Ordinary Shares 2258 2258 D Employee Stock Option Right to Buy 108.62 2013-12-18 4 A 0 6222 A 2022-08-23 Ordinary Shares 6222 6222 D Employee Stock Option Right to Buy 119.78 2013-12-18 4 A 0 7182 A 2023-08-22 Ordinary Shares 7182 7182 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. Shares held in John T. Hendrickson Trust, of which the reporting person is the Trustee. These restricted stock units, which vest on August 23, 2015, were received in the Merger and represent the conversion of 1,022 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 1,536 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 1,671 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 2,258 New Perrigo ordinary shares for $90.65 per share, which vests on August 23, 2014, was received in the Merger and represents the conversion of an option to purchase 2,258 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 6,222 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 6,222 Perrigo common stock 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 7,182 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 7,182 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. /s/ Penny Bursma, attorney-in-fact for Mr. John T. Hendrickson 2013-12-20