0001209191-14-038324.txt : 20140623 0001209191-14-038324.hdr.sgml : 20140623 20140602161115 ACCESSION NUMBER: 0001209191-14-038324 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140529 FILED AS OF DATE: 20140602 DATE AS OF CHANGE: 20140602 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Endo International plc CENTRAL INDEX KEY: 0001593034 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 25-28 NORTH WALL QUAY CITY: DUBLIN STATE: L2 ZIP: 1 BUSINESS PHONE: 416-216-0000 MAIL ADDRESS: STREET 1: 25-28 NORTH WALL QUAY CITY: DUBLIN STATE: L2 ZIP: 1 FORMER COMPANY: FORMER CONFORMED NAME: Endo International Ltd DATE OF NAME CHANGE: 20131203 FORMER COMPANY: FORMER CONFORMED NAME: Sportwell Ltd DATE OF NAME CHANGE: 20131126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MANOGUE CAROLINE B CENTRAL INDEX KEY: 0001179357 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36326 FILM NUMBER: 14884220 MAIL ADDRESS: STREET 1: 1400 ATWATER DRIVE CITY: MALVERN STATE: PA ZIP: 19355 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-05-29 0 0001593034 Endo International plc ENDP 0001179357 MANOGUE CAROLINE B C/O ENDO INTERNATIONAL PLC 33 FITZWILLIAM SQUARE DUBLIN L2 2 IRELAND 0 1 0 0 Exec. V.P., CLO & Secy Ordinary Shares 2014-05-29 4 M 0 42279 30.55 A 76842 D Ordinary Shares 2014-05-29 4 M 0 50000 24.87 A 126842 D Ordinary Shares 2014-05-29 4 M 0 40722 25.19 A 167564 D Ordinary Shares 2014-05-29 4 M 0 42032 19.93 A 209596 D Ordinary Shares 2014-05-29 4 S 0 175033 72.02 D 34563 D 2004 Stock Incentive Plan Stock Options (NQ) 30.55 2014-05-29 4 M 0 42279 0.00 D 2017-02-21 Ordinary Shares 42279 0 D 2007 Stock Incentive Plan Stock Options (NQ) 24.87 2014-05-29 4 M 0 50000 0.00 D 2018-01-25 Ordinary Shares 50000 0 D 2007 Stock Incentive Plan Stock Options (NQ) 25.19 2014-05-29 4 M 0 40722 0.00 D 2018-02-21 Ordinary Shares 40722 0 D 2007 Stock Incentive Plan Stock Options (NQ) 19.93 2014-05-29 4 M 0 42032 0.00 D 2019-02-26 Ordinary Shares 42032 42033 D On March 10, 2014, in connection with her personal financial planning, Ms. Manogue placed 175,033 of the shares underlying her stock options into a 10b5-1 pre-set selling program (as amended, the "Manogue Pre-Set Selling Program"). The options exercised and the shares sold above were sold pursuant to the Manogue Pre-Set Selling Program, which leaves no remaining shares (underlying options) in the current Manogue Pre-Set Selling Program. This represents the average price at which Ms. Manogue's ordinary shares were sold on May 29, 2014. Ms. Manogue's stock options that were granted under the 2004 Stock Incentive Plan on February 21, 2007 were generally exercisable 25% per year on each of February 21, 2008, February 21, 2009, February 21, 2010, and February 21, 2011. These securities were granted to Ms. Manogue in consideration of her services as the Executive Vice President, Chief Legal Officer and Secretary of Endo Health Solutions Inc. Ms. Manogue's stock options that were granted under the 2007 Stock Incentive Plan on January 25, 2008 were generally exercisable 50% per year on each of January 25, 2009 and January 25, 2010. Ms. Manogue's stock options that were granted under the 2007 Stock Incentive Plan on February 21, 2008 were generally exercisable 25% per year on each of February 21, 2009, February 21, 2010, February 21, 2011, and February 21, 2012. Ms. Manogue's stock options that were granted under the 2007 Stock Incentive Plan on February 26, 2009 were generally exercisable 25% per year on each of February 26, 2010, February 26, 2011, February 26, 2012, and February 26, 2013. /s/ Caroline B. Manogue 2014-06-02 EX-24.4_525727 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these present that the undersigned hereby makes, constitutes and appoints Caroline B. Manogue, Daniel A. Rudio, Richard Casten and Justin Dailey as the undersigned's true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of each of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Endo International plc, an Irish public limited company (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect with respect to each undersigned until revoked by such undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of April 2014. SIGNATURE TITLE /s/ CAROLINE B. MANOGUE Executive Vice President, Chief Legal Officer Caroline B. Manogue and Secretary STATE OF PENNSYLVANIA: COUNTY OF CHESTER: On this 23rd day of April 2014, the above-named individual personally appeared before me, and acknowledged that he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. /s/ SUSAN E. DEAR Notary Public