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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | $ 0 | 12/18/2013 | A | 1,409 | 08/23/2015 | 08/23/2015 | Ordinary Shares | 1,409 | (2) | 1,409 | D | ||||
Restricted Stock Units | $ 0 | 12/18/2013 | A | 1,536 | 08/22/2016 | 08/22/2016 | Ordinary Shares | 1,536 | (3) | 1,536 | D | ||||
Restricted Stock Units | $ 0 | 12/18/2013 | A | 2,482 | 08/23/2014 | 08/23/2014 | Ordinary Shares | 2,482 | (4) | 2,482 | D | ||||
Employee Stock Option Right to Buy | $ 35.85 | 12/18/2013 | A | 5,105 | (5) | 08/25/2018 | Ordinary Shares | 5,105 | (5) | 5,105 | D | ||||
Employee Stock Option Right to Buy | $ 119.78 | 12/18/2013 | A | 7,182 | (6) | 08/22/2023 | Ordinary Shares | 7,182 | (6) | 7,182 | D | ||||
Employee Stock Option Right to Buy | $ 108.62 | 12/18/2013 | A | 8,576 | (7) | 08/23/2022 | Ordinary Shares | 8,576 | (7) | 8,576 | D | ||||
Employee Stock Option Right to Buy | $ 90.65 | 12/18/2013 | A | 10,064 | (8) | 08/23/2021 | Ordinary Shares | 10,064 | (8) | 10,064 | D | ||||
Employee Stock Option Right to Buy | $ 58.82 | 12/18/2013 | A | 10,652 | (9) | 08/19/2020 | Ordinary Shares | 10,652 | (9) | 10,652 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KINGMA TODD W C/O PERRIGO COMPANY 515 EASTERN AVENUE ALLEGAN, MI 49010 |
Executive VP, General Counsel |
/s/ Penny Bursma, attorney-in-fact for Mr. Todd Kingma | 12/20/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents shares of Perrigo Company ("Perrigo") acquired in connection with the merger of a wholly-owned subsidiary of Perrigo Company plc ("New Perrigo") with and into Perrigo Company ("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. |
(2) | These restricted stock units, which vest on August 23, 2015, received in the Merger and represent the conversion of 1,409 Perrigo restricted stock units. These New Perrigo restricted stock units have the same terms and conditions as the original Perrigo restricted stock units. |
(3) | These restricted stock units, which vest on August 23, 2016, received in the Merger and represent the conversion of 1,536 Perrigo restricted stock units. These New Perrigo restricted stock units have the same terms and conditions as the original Perrigo restricted stock units. |
(4) | These restricted stock units, which vest on August 23, 2014, received in the Merger and represent the conversion of 2,482 Perrigo restricted stock units. These New Perrigo restricted stock units have the same terms and conditions as the original Perrigo restricted stock units. |
(5) | This option to purchase 5,105 New Perrigo ordinary shares for $35.85 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 5,105 Perrigo common stock shares for $35.85 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option. |
(6) | This option to purchase 7,182 New Perrigo ordinary shares for $119.78 per share, which vests in three equal installments beginning on August 22, 2014, was received in the Merger and represents the conversion of 7,182 Perrigo common stock shares for $119.78 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option. |
(7) | This option to purchase 8,576 New Perrigo ordinary shares for $108.62 per share, which vests in three equal installments beginning on August 23, 2013, was received in the Merger and represents the conversion of 8,576 Perrigo common stock shares for $108.62 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option. |
(8) | This option to purchase 10,064 New Perrigo ordinary shares for $90.65 per share, which vests in three equal installments begninnin on August 23, 2012, was received in the Merger and represents the conversion of 10,064 Perrigo common stock shares for $90.65 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option. |
(9) | This option to purchase 10,652 New Perrigo ordinary shares for $58.82 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 10,652 Perrigo common stock shares for $58.82 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option. |