0001127602-13-035146.txt : 20131219 0001127602-13-035146.hdr.sgml : 20131219 20131219140115 ACCESSION NUMBER: 0001127602-13-035146 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131218 FILED AS OF DATE: 20131219 DATE AS OF CHANGE: 20131219 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PERRIGO CO CENTRAL INDEX KEY: 0000820096 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 382799573 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 2696738451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brown Judy L CENTRAL INDEX KEY: 0001355818 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09689 FILM NUMBER: 131287948 MAIL ADDRESS: STREET 1: C/O PERRIGO COMPANY STREET 2: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2013-12-18 0000820096 PERRIGO CO PRGO 0001355818 Brown Judy L C/O PERRIGO COMPANY 515 EASTERN AVENUE ALLEGAN MI 49010 1 Executive VP & CFO Common Stock 2013-12-18 4 D 0 7445 D 0 D Restricted Stock Units 0 2013-12-18 4 D 0 2578 D 2015-08-23 2015-08-23 Common Stock 2578 0 D Restricted Stock Units 0 2013-12-18 4 D 0 2877 D 2016-08-22 2016-08-22 Common Stock 2877 0 D Restricted Stock Units 0 2013-12-18 4 D 0 3475 D 2014-08-23 2014-08-23 Common Stock 3475 0 D Employee Stock Option Right to Buy 35.85 2013-12-18 4 D 0 6061 D 2018-08-25 Common Stock 6061 0 D Employee Stock Option Right to Buy 58.82 2013-12-18 4 D 0 12901 D 2020-08-19 Common Stock 12901 0 D Employee Stock Option Right to Buy 119.78 2013-12-18 4 D 0 13450 D 2023-08-22 Common Stock 13450 0 D Employee Stock Option Right to Buy 90.65 2013-12-18 4 D 0 14089 D 2021-08-23 Common Stock 14089 0 D Employee Stock Option Right to Buy 108.62 2013-12-18 4 D 0 15695 D 2022-08-23 Common Stock 15695 0 D Represents shares of Perrigo Company ("Perrigo") disposed of pursuant to merger of a wholly-owned subsidiary of Perrigo Company plc ("New Perrigo") with and into Perrigo, with Perrigo surviving the merger as a wholly-owned subsidiary of New Perrigo ("the Merger"), in exchange for cash and ordinary shares of New Perrigo, which was consummated after and conditioned on New Perrigo' s acquisition of Elan Corporation plc, by means of a "scheme of arrangement", an Irish statutory procedure under the Companies Act of 1963. At the effective time of the Merger, each Perrigo common share was cancelled and converted into the right to receive one New Perrigo ordinary share and $0.01 in cash. These restricted stock units, which vest on August 23, 2015, were assumed by New Perrigo in the Merger and converted into 2,578 New Perrigo restricted stock units with the same terms and conditions as the original Perrigo restricted stock units. These restricted stock units, which vest on August 22, 2016, were assumed by New Perrigo in the Merger and converted into 2,877 New Perrigo restricted stock units with the same terms and conditions as the original Perrigo restricted stock units. These restricted stock units, which vest on August 23, 2014, were assumed by New Perrigo in the Merger and converted into 3,475 New Perrigo restricted stock units with the same terms and conditions as the original Perrigo restricted stock units. This option, which was fully vested at the effective time of the Merger, was assumed by New Perrigo in the Merger and converted into an option to purchase 6,061 ordinary shares of New Perrigo for $35.85 per share with the same terms and conditions as the original Perrigo stock option. This option, which provided for vesting in three equal installments beginning on August 19, 2011, was assumed by New Perrigo in the Merger and converted into an option to purchase 12,901 ordinary shares of New Perrigo for $58.82 per share with the same terms and conditions as the original Perrigo stock option. This option, which provided for vesting in three equal installments beginning on August 22, 2014, was assumed by New Perrigo in the Merger and converted into an option to purchase 13,450 ordinary shares of New Perrigo for $119.78 per share with the same terms and conditions as the original Perrigo stock option. This option, which provided for vesting in three equal installments beginning on August 23, 2012, was assumed by New Perrigo in the Merger and converted into an option to purchase 14,089 ordinary shares of New Perrigo for $90.65 per share with the same terms and conditions as the original Perrigo stock option. This option, which provided for vesting in three equal installments beginning on August 23, 2013, was assumed by New Perrigo in the Merger and converted into an option to purchase 15,695 ordinary shares of New Perrigo for $108.62 per share with the same terms and conditions as the original Perrigo stock option. /s/ Penny Bursma, attorney-in-fact for Ms. Judy L. Brown 2013-12-19