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