SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Barry Patrick A

(Last)

(First)

(Middle)

C/O ENDO INTERNATIONAL PLC

FIRST FL, MINERVA HOUSE, SIMMONSCOURT RD

(Street)

BALLSBRIDGE, DUBLIN

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Pres,Global Comm Ops

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	04/02/2021⁽¹⁾		F		10,508⁽²⁾	D	$7.37⁽³⁾	116,328	D
Stock Incentive Plan Performance Share Units	04/06/2021⁽⁴⁾		M		23,809⁽⁵⁾	D	$0⁽⁶⁾	329,167	D
Ordinary Shares	04/06/2021⁽⁴⁾		M		29,230	A	$0⁽⁷⁾	145,558	D
Ordinary Shares	04/06/2021⁽⁴⁾		F		12,898⁽⁸⁾	D	$7.37⁽³⁾	132,660	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Thirty-three and one-third percent (33 1/3%) of Mr. Barry's April 2, 2018 grant of restricted stock units (RSUs) vested on April 2, 2021.

2. These shares represent stock withheld by Endo International plc to satisfy Mr. Barry's tax withholding obligations on shares acquired upon vesting of RSUs.

3. Represents the vesting price which is the average of the high and low share price on April 1, 2021, the last trading day prior to vesting.

4. On April 6, 2021, based on performance against target levels with respect to Mr. Barry's April 2, 2018 grant of performance share units, these awards were released and the performance share units were converted into 29,230 ordinary shares. Of this amount, 12,898 ordinary shares were withheld by Endo International plc to satisfy Mr. Barry's tax withholding obligations on shares acquired upon vesting, with the remainder transferred to Mr. Barry.

5. Represents the target number of shares issuable upon Endo International plc's achievement of both: (a) shareholder return performance metrics over a cumulative three-year period and (b) free cash flow performance metrics over three successive one-year periods, each as determined by Endo International plc's Board of Directors at the end of such periods.

6. These securities were granted to Mr. Barry in consideration of his services as a senior executive of Endo International plc.

7. This represents the automatic conversion of performance share units granted to Mr. Barry on April 2, 2018 to ordinary shares of Endo International plc pursuant to the terms of the underlying award agreement.

8. These shares represent stock withheld by Endo International plc to satisfy Mr. Barry's tax withholding obligations on shares acquired upon vesting of performance share units.

Remarks:

	/s/ Matthew J. Maletta, by power of attorney	04/06/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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