0001193805-18-000724.txt : 20180517 0001193805-18-000724.hdr.sgml : 20180517 20180517210313 ACCESSION NUMBER: 0001193805-18-000724 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180515 FILED AS OF DATE: 20180517 DATE AS OF CHANGE: 20180517 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Jeffrey C CENTRAL INDEX KEY: 0001362697 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36353 FILM NUMBER: 18844873 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 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: 1231 BUSINESS ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL STREET CITY: DUBLIN STATE: L2 ZIP: L2 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 4 1 form406297189_05172018.xml OWNERSHIP DOCUMENT X0306 4 2018-05-15 0 0001585364 PERRIGO Co plc PRGO 0001362697 Smith Jeffrey C 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 1 0 0 0 Ordinary Shares 528 D Ordinary Shares 3287856 I By Starboard Value and Opportunity Master Fund Ltd Ordinary Shares 2018-05-15 4 P 0 61313 75.1942 A 434051 I By Starboard Value and Opportunity S LLC Ordinary Shares 2018-05-15 4 P 0 12594 75.2755 A 446645 I By Starboard Value and Opportunity S LLC Ordinary Shares 2018-05-15 4 P 0 34947 75.1942 A 244365 I By Starboard Value and Opportunity C LP Ordinary Shares 2018-05-15 4 P 0 7178 75.2755 A 251543 I By Starboard Value and Opportunity C LP Ordinary Shares 2018-05-15 4 P 0 8574 75.1942 A 2009712 I By Starboard Leaders Kilo LLC Ordinary Shares 2018-05-15 4 P 0 1761 75.2755 A 2011473 I By Starboard Leaders Kilo LLC Ordinary Shares 2018-05-15 4 P 0 1565 75.1942 A 367168 I By Starboard Leaders Select III LP Ordinary Shares 2018-05-15 4 P 0 321 75.2755 A 367489 I By Starboard Leaders Select III LP Ordinary Shares 2018-05-15 4 P 0 101001 75.1942 A 3505673 I By Managed Accounts of Starboard Value LP Ordinary Shares 2018-05-15 4 P 0 20746 75.2755 A 3526419 I By Managed Accounts of Starboard Value LP Ordinary Shares 2018-05-16 4 P 0 4808 75.8261 A 256351 I By Starboard Value and Opportunity C LP Ordinary Shares 2018-05-16 4 P 0 4514 75.8261 A 2015987 I By Starboard Leaders Kilo LLC Ordinary Shares 2018-05-16 4 P 0 824 75.8261 A 368313 I By Starboard Leaders Select III LP Ordinary Shares 2018-05-16 4 P 0 89854 75.8261 A 3616273 I By Managed Accounts of Starboard Value LP Ordinary Shares 2018-05-17 4 P 0 1596 75.8929 A 257947 I By Starboard Value and Opportunity C LP Ordinary Shares 2018-05-17 4 P 0 2078 75.8929 A 2018065 I By Starboard Leaders Kilo LLC Ordinary Shares 2018-05-17 4 P 0 379 75.8929 A 368692 I By Starboard Leaders Select III LP Ordinary Shares 2018-05-17 4 P 0 45947 75.8929 A 3662220 I By Managed Accounts of Starboard Value LP Restricted Stock Unit 2018-05-15 4 A 0 3971 A 2019-05-15 2019-05-15 Ordinary Shares 3971 3971 D Restricted Stock Unit 2018-06-06 2018-06-06 Ordinary Shares 4265 4265 D Ordinary shares owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard V&O Fund for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Ordinary shares owned directly by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Ordinary shares owned directly by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Ordinary shares owned directly by Starboard Leaders Kilo LLC ("Starboard Kilo LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Kilo LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard Kilo LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Ordinary shares owned directly by Starboard Leaders Select III LP ("Starboard Leaders Select III"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Leaders Select III, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard Leaders Select III for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Ordinary shares held in certain accounts managed by Starboard Value LP (the "Managed Accounts"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares held in the Managed Accounts for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Each Restricted Stock Unit represents a contingent right to receive one Perrigo Company plc ordinary share. /s/ Jeffrey C. Smith 2018-05-17