0001209191-16-109094.txt : 20160317 0001209191-16-109094.hdr.sgml : 20160317 20160317151438 ACCESSION NUMBER: 0001209191-16-109094 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160307 FILED AS OF DATE: 20160317 DATE AS OF CHANGE: 20160317 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: Varghese Hemanth Jacob CENTRAL INDEX KEY: 0001669437 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36326 FILM NUMBER: 161512391 MAIL ADDRESS: STREET 1: 330 JOICEY BOULEVARD CITY: TORONTO STATE: A6 ZIP: M5M2W1 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-03-07 0 0001593034 Endo International plc ENDP 0001669437 Varghese Hemanth Jacob C/O ENDO INTERNATIONAL PLC FIRST FL, MINERVA HOUSE, SIMMONCOURT RD BALLSBRIDGE, DUBLIN L2 L2 0 IRELAND 0 1 0 0 Pres. International Pharma Ordinary Shares 3350 D 2010 Stock Incentive Plan Restricted Stock Units (RSU) 2898 D 2010 Stock Incentive Plan Restricted Stock Units (RSU) 2639 D 2015 Stock Incentive Plan Restricted Stock Units (RSU) 8990 D 2010 Stock Incentive Plan Performance Shares (PSU) 15810 D 2010 Stock Incentive Plan Performance Shares (PSU) 7038 D 2015 Stock Incentive Plan Performance Shares (PSU) 1806 D 2015 Stock Incentive Plan Performance Shares (PSU) 17980 D 2010 Stock Incentive Plan Stock Options (NQ) 63.25 2021-04-29 Ordinary Shares 16020 D 2010 Stock Incentive Plan Stock Options (NQ) 85.25 2022-02-24 Ordinary Shares 12988 D 2015 Stock Incentive Plan Stock Options (NQ) 50.22 2026-02-23 Ordinary Shares 30322 D 4,347 restricted stock units were granted to Mr. Varghese on April 29, 2014 under the 2010 Stock Incentive Plan, subject to a three-year vesting schedule, vesting 33.33% on the one year anniversary date of the grant date and 33.33% each year thereafter through April 29, 2017. As of March 7, 2016 (the date of Mr. Varghese's appointment as an executive officer of Endo International plc), 1,449 restricted stock units are vested. 3,519 restricted stock units were granted to Mr. Varghese on February 24, 2015 under the 2010 Stock Incentive Plan, subject to a four-year vesting schedule, vesting 25% on the one year anniversary date of the grant date and 25% each year thereafter through February 24, 2019. As of March 7, 2016, 880 restricted stock units are vested. These restricted stock units were granted to Mr. Varghese on February 23, 2016 under the 2015 Stock Incentive Plan, subject to a four-year vesting schedule, vesting 25% annually on each future anniversary date of the grant date through February 23, 2020. These performance share units were granted to Mr. Varghese on April 29, 2014 under the 2010 Stock Incentive Plan and vest on May 1, 2017. This 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 performance share units were granted to Mr. Varghese on February 24, 2015 under the 2010 Stock Incentive Plan and vest on February 25, 2018. This 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 performance share units were granted to Mr. Varghese on November 11, 2015 pursuant to the 2015 Stock Incentive Plan and Endo International plc Matched Performance Share Unit Program, to match Mr. Varghese's open market purchase of 1,806 ordinary shares on that date. These performance share units vest on November 12, 2018. This 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 performance share units were granted to Mr. Varghese on February 23, 2016 under the 2015 Stock Incentive Plan and vest on February 24, 2019. This 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 non-qualified stock options were granted to Mr. Varghese on April 29, 2014 under the 2010 Stock Incentive Plan, subject to a three-year vesting schedule, vesting 33.33% on the one year anniversary date of the grant date and 33.33% each year thereafter through April 29, 2017. As of March 7, 2016, 5,287 non-qualified stock options are vested. These non-qualified stock options were granted to Mr. Varghese on February 24, 2015 under the 2010 Stock Incentive Plan, subject to a four-year vesting schedule, vesting 25% on the one year anniversary date of the grant date and 25% each year thereafter through February 24, 2019. As of March 7, 2016, 3,247 non-qualified stock options are vested. These non-qualified stock options were granted to Mr. Varghese on February 23, 2016 under the 2015 Stock Incentive Plan, subject to a four-year vesting schedule, vesting 25% annually on each future anniversary date of the grant date through February 23, 2020. Effective March 7, 2016, Mr. Varghese was appointed as an executive officer of Endo International plc by its Board of Directors. Mr. Varghese is President, International Pharmaceuticals and Executive Vice President of Corporate Development. These securities represent the amounts owned by Mr. Varghese as of March 7, 2015, the date of his appointment. /s/ Matthew J. Maletta, by Power of Attorney 2016-03-17 EX-24.3_643350 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 Sarah Beck 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 14th day of March 2016. SIGNATURE TITLE /s/ Hemanth J. Varghese President, International Pharmaceuticals NAME: Hemanth J. Varghese, Ph.D. and Executive Vice President of Corporate Development STATE OF Pennsylvania: COUNTY OF Chester: On this 14th day of March 2016, 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/ Stephanie Ann Stidham Notary Public Commonwealth of Pennsylvania Notarial Seal Stephanie Ann Stidham Notary Public East Whiteland TWP. Chester County My Commission Expires Jan 12, 2020