0001127602-13-035164.txt : 20131219 0001127602-13-035164.hdr.sgml : 20131219 20131219141833 ACCESSION NUMBER: 0001127602-13-035164 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: Shah Jatin CENTRAL INDEX KEY: 0001444683 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09689 FILM NUMBER: 131288018 MAIL ADDRESS: STREET 1: 7 LOUIS COURT CITY: EDISN STATE: NJ ZIP: 08820 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2013-12-18 0000820096 PERRIGO CO PRGO 0001444683 Shah Jatin C/O PERRIGO COMPANY 515 EASTERN AVENUE ALLEGAN MI 49010 1 Sr VP & Chief Scientific Offic Common Stock 2013-12-18 4 D 0 4166 D 0 D Restricted Stock Units 0 2013-12-18 4 D 0 552 D 2015-08-23 2015-08-23 Common Stock 552 0 D Restricted Stock Units 0 2013-12-18 4 D 0 693 D 2016-08-22 2016-08-22 Common Stock 693 0 D Restricted Stock Units 0 2013-12-18 4 D 0 794 D 2014-08-23 2014-08-23 Common Stock 794 0 D Employee Stock Option Right to Buy 35.85 2013-12-18 4 D 0 2105 D 2018-08-25 Common Stock 2105 0 D Employee Stock Option Right to Buy 90.65 2013-12-18 4 D 0 3220 D 2021-08-23 Common Stock 3220 0 D Employee Stock Option Right to Buy 119.78 2013-12-18 4 D 0 3240 D 2023-08-22 Common Stock 3240 0 D Employee Stock Option Right to Buy 58.82 2013-12-18 4 D 0 3308 D 2020-08-19 Common Stock 3308 0 D Employee Stock Option Right to Buy 108.62 2013-12-18 4 D 0 3363 D 2022-08-23 Common Stock 3363 0 D Employee Stock Option Right to Buy 30.06 2013-12-18 4 D 0 4310 D 2019-08-25 Common Stock 4310 0 D Employee Stock Option Right to Buy 20.50 2013-12-18 4 D 0 4993 D 2017-08-30 Common Stock 4993 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 552 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 693 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 794 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 2,105 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 23, 2012, was assumed by New Perrigo in the Merger and converted into an option to purchase 3,220 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 22, 2014, was assumed by New Perrigo in the Merger and converted into an option to purchase 3,240 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 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 3,308 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 23, 2013, was assumed by New Perrigo in the Merger and converted into an option to purchase 3,363 ordinary shares of New Perrigo for $108.62 per share with the same terms and conditions as the original Perrigo stock option. 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 4,310 ordinary shares of New Perrigo for $30.06 per share with the same terms and conditions as the original Perrigo stock option. 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 4,993 ordinary shares of New Perrigo for $20.50 per share with the same terms and conditions as the original Perrigo stock option. /s/ Penny Bursma, attorney-in-fact for Mr. Jatin Shah 2013-12-19