0001209191-16-102583.txt : 20160225 0001209191-16-102583.hdr.sgml : 20160225 20160225202000 ACCESSION NUMBER: 0001209191-16-102583 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160223 FILED AS OF DATE: 20160225 DATE AS OF CHANGE: 20160225 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: Rudio Daniel CENTRAL INDEX KEY: 0001516098 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36326 FILM NUMBER: 161457626 MAIL ADDRESS: STREET 1: 935 LINWOOD AVE CITY: COLLINGSWOOD STATE: NJ ZIP: 08108 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-02-23 0 0001593034 Endo International plc ENDP 0001516098 Rudio Daniel C/O ENDO INTERNATIONAL PLC MINERVA HOUSE, SIMMONSCOURT ROAD BALLSBRIDGE, DUBLIN 4 L2 0 IRELAND 0 1 0 0 Vice President, Controller Stock Incentive Plan Performance Shares 2016-02-23 4 A 0 1306 A 2843 D Stock Incentive Plan Restricted Stock Units (RSU) 2016-02-23 4 A 0 1306 A 4005 D Ordinary Shares 2016-02-24 4 F 0 79 49.85 D 3898 D 2015 Stock Incentive Plan Stock Options (NQ) 50.22 2016-02-23 4 A 0 4405 A 2026-02-23 Ordinary Shares 4405 4405 D The performance shares vest upon Endo International plc achieving certain shareholder return performance metrics over a cumulative three-year period. Represents the target number of shares issuable upon Endo International plc's achievement of shareholder return performance metrics over a cumulative three-year period, as determined by Endo International plc's Board of Directors at the end of such three-year period. The ultimate number of shares issued may be between 0% and 300% of the target number of shares, depending on Endo International plc's shareholder return performance metrics results over the performance period. These securities were granted to Mr. Rudio in consideration of his services as Principal Accounting Officer of Endo International plc. Represents the cumulative target number of shares issuable with respect to all 2010 Stock Incentive Plan and 2015 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 2015 Stock Incentive Plan and still outstanding, which are subject to a range of payouts depending on Endo International plc's 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) generally vest 25% per year on each of February 23, 2017, February 23, 2018, February 23, 2019 and February 23, 2020. Upon vesting, we consider the underlying RSUs to be expired. Twenty-five percent (25%) of Mr. Rudio's February 24, 2015 grant of restricted stock units (RSUs) vested on February 24, 2016. These shares represent stock withheld by Endo International plc to satisfy Mr. Rudio's tax withholding obligations on shares acquired upon vesting of RSUs. $49.85 represents the vesting price, which is the average of the high and low share price on February 24, 2016. Represents 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 23, 2017, February 23, 2018, February 23, 2019 and February 23, 2020. /s/ Matthew J. Maletta, by power of attorney 2016-02-25 EX-24.4_636911 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 Matthew J. Maletta, Orla Dunlea, Daniel A. Rudio, Dan McCall 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 1st day of May 2015. SIGNATURE TITLE /s/ Daniel A. Rudio Vice President, Controller & NAME: Daniel A. Rudio Chief Accounting Officer STATE OF Pennsylvania: COUNTY OF Chester: On this 1st day of May 2015, 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/ Lynn Marie Iannucci Notary Public Notarial Seal Lynn Marie Iannucci Notary Public Chadds Ford Twp., Delaware County My Commission Expires May 11, 2015