Edgar Filing: PERRIGO Co plc

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Jamison Scott F

2. Issuer Name and Ticker or Trading Symbol
PERRIGO Co plc [PRGO]

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

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Executive Vice President PBM

(Last)

(First)

(Middle)

C/O PERRIGO COMPANY, 515 EASTERN AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2013

(Street)

ALLEGAN, MI 49010

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	12/18/2013		A		2,799	A	⁽¹⁾	2,799	D

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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0

12/18/2013

552

08/23/2015

Ordinary Shares

552

⁽²⁾

552

Restricted Stock Units

$ 0

12/18/2013

693

08/22/2016

Ordinary Shares

693

⁽³⁾

693

Restricted Stock Units

$ 0

12/18/2013

794

08/23/2014

Ordinary Shares

794

⁽⁴⁾

794

Employee Stock Option Right to Buy

$ 58.82

12/18/2013

1,025

⁽⁵⁾

08/19/2020

Ordinary Shares

1,025

⁽⁵⁾

1,025

Employee Stock Option Right to Buy

$ 90.65

12/18/2013

3,220

⁽⁶⁾

08/23/2021

Ordinary Shares

3,220

⁽⁶⁾

3,220

Employee Stock Option Right to Buy

$ 119.78

12/18/2013

3,240

⁽⁷⁾

08/22/2023

Ordinary Shares

3,240

⁽⁷⁾

3,240

Employee Stock Option Right to Buy

$ 108.62

12/18/2013

3,363

⁽⁸⁾

08/23/2022

Ordinary Shares

3,363

⁽⁸⁾

3,363

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Jamison Scott F C/O PERRIGO COMPANY 515 EASTERN AVENUE ALLEGAN, MI 49010				Executive Vice President PBM

Signatures

/s/ Penny Bursma, attorney-in-fact for Scott F. Jamison		12/20/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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, were received in the Merger and represent the conversion of 552 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 22, 2016, were received in the Merger and represents the conversion of 693 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 settle on August 23, 2014, were received in the Merger and represent the conversion of 794 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 1,025 New Perrigo ordinary shares for $58.82 per share, which vests in three equal installments beginning on August 19, 2011, was received in the Merger and represents the conversion of an option to purchase 1,025 Perrigo common stock for $58.82 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
(6)	This option to purchase 3,220 New Perrigo ordinary shares for $90.65 per share, which vests in three equal installments beginning on August 23, 2012, was received in the Merger and represents the conversion of an option to purchase 3,220 Perrigo common stock for $90.65 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
(7)	This option to purchase 3,240 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 an option to purchase 3,240 Perrigo common stock for $119.78 per share, This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
(8)	This option purchase 3,363 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 an option to purchase 3,363 Perrigo common stock for $108.62 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.

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