SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Coucke Marc

(Last)

(First)

(Middle)

C/O PERRIGO COMPANY PLC

515 EASTERN AVENUE

(Street)

ALLEGAN

49010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PERRIGO Co plc [ PRGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP & GM

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares								5,397,711⁽¹⁾⁽²⁾	I	Alychlo NV⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	02/26/2016		A		197		02/26/2019	02/26/2019	Ordinary Shares	197	⁽⁴⁾	197	D
Employee Stock Option Right to Buy	$129.23	02/26/2016		A		1,117		⁽⁵⁾	02/26/2026	Ordinary Shares	1,117	$129.23	1,117	D

Explanation of Responses:

1. The reporting person and his spouse are the principal shareholders of Alychlo NV ("Alychlo"). On March 30, 2015, Alychlo acquired 5,397,711 ordinary shares of Perrigo Company plc ("Perrigo", and the shares "Perrigo Shares") in connection with Perrigo's acquisition of Omega Pharma Invest NV, all pursuant to a share purchase agreement dated November 6, 2014 (the "Share Purchase Agreement"). Of the5,397,711 Perrigo Shares issued to Alychlo, 1,081,742 Perrigo Shares are being held in escrow until June 30, 2016 pursuant to the terms of a share escrow agreement, and are subject to possible forfeiture until that time to satisfy indemnity claims arising under the Share Purchase Agreement as specified in the share escrow agreement. After the closing of Alychlo's acquisition of 5,397,711 Perrigo Shares on March 30, 2015, Mylecke Management, Art & Invest NV, represented by Marc Coucke, was appointed Executive Vice President and General Manager of Perrigo's Omega Pharma business unit.

2. Pursuant to the terms of a lock-up agreement dated March 30, 2015 entered into in connection with the Share Purchase Agreement, without the issuer's prior written consent, the transfer or other disposition of the 5,397,711 Perrigo Shares acquired by Alychlo are restricted 50% until March 30, 2017 and the remaining 50% until March 30, 2018, subject to certain permitted exceptions.

3. Alychlo NV is a Belgium-based limited liability company in which Marc Coucke and his spouse are the principal shareholders.

4. Each Restricted Stock Unit represents a contingent right to receive one ordinary share of Perrigo Company plc.

5. Exercisable in 3 equal annual installments beginning 2/26/2017.

Remarks:

	/s/ David McConnell, Attorney-in-fact for Mr. Coucke	03/01/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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