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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 | D | 1,409 | 08/23/2015 | 08/23/2015 | Common Stock | 1,409 | (2) | 0 | D | ||||
Restricted Stock Units | $ 0 | 12/18/2013 | D | 1,536 | 08/22/2016 | 08/22/2016 | Common Stock | 1,536 | (3) | 0 | D | ||||
Restricted Stock Units | $ 0 | 12/18/2013 | D | 2,482 | 08/23/2014 | 08/23/2014 | Common Stock | 2,482 | (4) | 0 | D | ||||
Employee Stock Option Right to Buy | $ 35.85 | 12/18/2013 | D | 5,105 | (5) | 08/25/2018 | Common Stock | 5,105 | (5) | 0 | D | ||||
Employee Stock Option Right to Buy | $ 119.78 | 12/18/2013 | D | 7,182 | (6) | 08/22/2023 | Common Stock | 7,182 | (6) | 0 | D | ||||
Employee Stock Option Right to Buy | $ 108.62 | 12/18/2013 | D | 8,576 | (7) | 08/23/2022 | Common Stock | 8,576 | (7) | 0 | D | ||||
Employee Stock Option Right to Buy | $ 90.65 | 12/18/2013 | D | 10,064 | (8) | 08/23/2021 | Common Stock | 10,064 | (8) | 0 | D | ||||
Employee Stock Option Right to Buy | $ 58.82 | 12/18/2013 | D | 10,652 | (9) | 08/19/2020 | Common Stock | 10,652 | (9) | 0 | 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 | 12/19/2013 | |
**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") 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. |
(2) | These restricted stock units, which vest on August 23, 2015, were assumed by New Perrigo in the Merger and converted into 1,409 New Perrigo restricted stock units with the same terms and conditions as the original Perrigo restricted stock units. |
(3) | These restricted stock units, which vest on August 22, 2016, were assumed by New Perrigo in the Merger and converted into 1,536 New Perrigo restricted stock units with the same terms and conditions as the original Perrigo restricted stock units. |
(4) | These restricted stock units, which vest on August 23, 2014, were assumed by New Perrigo in the Merger and converted into 2,482 New Perrigo restricted stock units with the same terms and conditions as the original Perrigo restricted stock units. |
(5) | 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 5,105 ordinary shares of New Perrigo for $35.85 per share with the same terms and conditions as the original Perrigo stock option. |
(6) | 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 7,182 ordinary shares of New Perrigo for $119.78 per share with the same terms and conditions as the original Perrigo stock option. |
(7) | 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 8,576 ordinary shares of New Perrigo for $108.62 per share with the same terms and conditions as the original Perrigo stock option. |
(8) | 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 10,064 ordinary shares of New Perrigo for $90.65 per share with the same terms and conditions as the original Perrigo stock option. |
(9) | 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 10,652 ordinary shares of New Perrigo for $58.82 per share with the same terms and conditions as the original Perrigo stock option. |