0001209191-15-019278.txt : 20150227
0001209191-15-019278.hdr.sgml : 20150226
20150226195510
ACCESSION NUMBER: 0001209191-15-019278
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20150224
FILED AS OF DATE: 20150226
DATE AS OF CHANGE: 20150226
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: MINERVA HOUSE, SIMMONSCOURT ROAD
STREET 2: BALLSBRIDGE
CITY: DUBLIN 4
STATE: L2
ZIP: 00000
BUSINESS PHONE: 353-1-268-2000
MAIL ADDRESS:
STREET 1: MINERVA HOUSE, SIMMONSCOURT ROAD
STREET 2: BALLSBRIDGE
CITY: DUBLIN 4
STATE: L2
ZIP: 00000
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: Farhat Camille
CENTRAL INDEX KEY: 0001554635
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36326
FILM NUMBER: 15654603
MAIL ADDRESS:
STREET 1: C/O AMERICAN MEDICAL SYSTEMS, INC.
STREET 2: 10700 BREN ROAD WEST
CITY: MINNETONKA
STATE: MN
ZIP: 55343
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-02-24
0
0001593034
Endo International plc
ENDP
0001554635
Farhat Camille
C/O AMERICAN MEDICAL SYSTEMS
10700 BREN ROAD WEST
MINNETONKA
MN
55343
0
1
0
0
President, AMS, Inc.
2010 Stock Incentive Plan Performance Shares
2015-02-24
4
A
0
9225
A
27353
D
2010 Stock Incentive Plan Restricted Stock Units (RSU)
2015-02-24
4
A
0
4612
A
20680
D
2010 Stock Incentive Plan Stock Options (NQ)
85.25
2015-02-24
4
A
0
17025
0.00
A
2022-02-24
Ordinary Shares
17025
17025
D
The performance shares vest upon the Company achieving certain shareholder return targets over a cumulative 3-year period.
Represents target quantity of shares issuable. The exact number of shares issuable will be determined on achievement of certain shareholder return targets over a cumulative 3-year period, as determined by the Board of Directors of Endo International plc. The executive can earn between 0% and 300% of the target shares.
These securities were granted to Mr. Farhat in consideration of his services as the President of American Medical Systems, a subsidiary of Endo International plc.
Represents the cumulative target quantity of shares issuable with respect to all 2010 Stock Incentive Plan performance shares outstanding. The cumulative total is the combination of the target payouts for the current grant and all past grants made under the 2010 Stock Incentive Plan and still outstanding, which are subject to a range of payouts depending on the achievement of certain performance metrics as described herein for the current grants and as previously disclosed for all other performance share grants.
Upon each vesting date, each vested restricted stock unit automatically converts into one (1) ordinary share of Endo International plc. These restricted stock units (RSUs) are generally exercisable 25% per year on each of February 24, 2016, February 24, 2017, February 24, 2018 and February 24, 2019. Upon vesting, we consider the underlying RSUs to be expired.
Representing the right to buy ordinary shares, par value $0.0001 per share, of Endo International plc.
These stock options are generally exercisable 25% per year on each of February 24, 2016, February 24, 2017, February 24, 2018 and February 24, 2019.
/s/ Caroline B. Manogue, by power of attorney
2015-02-26
EX-24.4_565742
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 17 day of April 2014.
SIGNATURE TITLE
/S/ CAMILLE FARHAT
Camille Farhat President, American Medical Systems, Inc.
STATE OF MINNESOTA:
LAKE HENNEPIN:
On this 17 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/ ANN ISENBERG
Notary Public
STATE OF MINNESOTA
NOTARIAL SEAL
ANN ISENBERG, Notary Public
My Commission Expires January 31, 2015