0001127602-13-035325.txt : 20131220
0001127602-13-035325.hdr.sgml : 20131220
20131220110202
ACCESSION NUMBER: 0001127602-13-035325
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: Zilberfarb Ben-Zion
CENTRAL INDEX KEY: 0001390944
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-190859
FILM NUMBER: 131290374
MAIL ADDRESS:
STREET 1: DEPARTMENT OF ECONOMICS
STREET 2: BAR-ILAN UNIVERSARY
CITY: RAMAT-GAN
STATE: L3
ZIP: 52900
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2013-12-18
0001585364
PERRIGO Co plc
PRGO
0001390944
Zilberfarb Ben-Zion
C/O PERRIGO COMPANY
515 EASTERN AVENUE
ALLEGAN
MI
49010
1
Ordinary Shares
2013-12-18
4
A
0
4103
A
4103
D
Director Stock Option Right to Buy
59.74
2013-12-18
4
A
0
2224
A
2020-11-09
Ordinary Shares
2224
2224
D
Director Stock Option Right to Buy
89.42
2013-12-18
4
A
0
2275
A
2021-11-03
Ordinary Shares
2275
2275
D
Director Stock Option Right to Buy
100.84
2013-12-18
4
A
0
2726
A
2022-11-14
Ordinary Shares
2726
2726
D
Director Stock Option Right to Buy
39.62
2013-12-18
4
A
0
3053
A
2019-11-09
Ordinary Shares
3053
3053
D
Director Stock Option Right to Buy
34.45
2013-12-18
4
A
0
3351
A
2018-11-13
Ordinary Shares
3351
3351
D
Director Stock Option Right to Buy
17.38
2013-12-18
4
A
0
4364
A
2017-02-26
Ordinary Shares
4364
4364
D
Director Stock Option Right to Buy
23.44
2013-12-18
4
A
0
4650
A
2017-10-30
Ordinary Shares
4650
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/ Penny Bursma, attorney-in-fact for Mr. Ben-Zion Zilberfarb
2013-12-20