SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Varghese Hemanth Jacob

(Last)

(First)

(Middle)

C/O ENDO INTERNATIONAL PLC

FIRST FL, MINERVA HOUSE, SIMMONCOURT RD

(Street)

BALLSBRIDGE, DUBLIN L2

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2016

3. Issuer Name and Ticker or Trading Symbol
Endo International plc [ ENDP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. International Pharma

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	3,350	D
2010 Stock Incentive Plan Restricted Stock Units (RSU)⁽¹⁾	2,898	D
2010 Stock Incentive Plan Restricted Stock Units (RSU)⁽²⁾	2,639	D
2015 Stock Incentive Plan Restricted Stock Units (RSU)⁽³⁾	8,990	D
2010 Stock Incentive Plan Performance Shares (PSU)⁽⁴⁾	15,810	D
2010 Stock Incentive Plan Performance Shares (PSU)⁽⁵⁾	7,038	D
2015 Stock Incentive Plan Performance Shares (PSU)⁽⁶⁾	1,806	D
2015 Stock Incentive Plan Performance Shares (PSU)⁽⁷⁾	17,980	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
2010 Stock Incentive Plan Stock Options (NQ)⁽⁸⁾	⁽⁸⁾	04/29/2021	Ordinary Shares	16,020	$63.25	D
2010 Stock Incentive Plan Stock Options (NQ)⁽⁹⁾	⁽⁹⁾	02/24/2022	Ordinary Shares	12,988	$85.25	D
2015 Stock Incentive Plan Stock Options (NQ)⁽¹⁰⁾	⁽¹⁰⁾	02/23/2026	Ordinary Shares	30,322	$50.22	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

Remarks:

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	03/17/2016
	** Signature of Reporting Person	Date
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