Sec Form 4 Filing - Hoffing Ellen Randi @ PERRIGO Co plc - 2013-12-18

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Hoffing Ellen Randi
2. Issuer Name and Ticker or Trading Symbol
PERRIGO Co plc [ PRGO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PERRIGO COMPANY, 515 EASTERN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/18/2013
(Street)
ALLEGAN, MI49010
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 7,601 A 7,601 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option Right to Buy $ 36.06 12/18/2013 A 806 ( 2 ) 10/30/2017 Ordinary Shares 806 ( 2 ) 806 D
Director Stock Option Right to Buy $ 59.74 12/18/2013 A 2,224 ( 3 ) 11/09/2020 Ordinary Shares 2,224 ( 3 ) 2,224 D
Director Stock Option Right to Buy $ 89.42 12/18/2013 A 2,275 ( 4 ) 11/03/2021 Ordinary Shares 2,275 ( 4 ) 2,275 D
Director Stock Option Right to Buy $ 100.84 12/18/2013 A 2,726 ( 5 ) 11/14/2022 Ordinary Shares 2,726 ( 5 ) 2,726 D
Director Stock Option Right to Buy $ 39.62 12/18/2013 A 3,053 ( 6 ) 11/09/2019 Ordinary Shares 3,053 ( 6 ) 3,053 D
Director Stock Option Right to Buy $ 34.45 12/18/2013 A 3,351 ( 7 ) 11/13/2018 Ordinary Shares 3,351 ( 7 ) 3,351 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hoffing Ellen Randi
C/O PERRIGO COMPANY
515 EASTERN AVENUE
ALLEGAN, MI49010
X
Signatures
/s/ Penny Bursma, attorney-in-fact for Ms. Hoffing 12/20/2013
Signature of Reporting Person Date
Explanation of Responses:
( 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 )This option to purchase 806 New Perrigo ordinary shares for $36.06 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of an option to purchase 806 Perrigo common stock for $36.06 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
( 3 )This option to purchase 2,224 New Perrigo ordinary shares for $59.74 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of an option to purchase 2,224 Perrigo common stock for $59.74 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
( 4 )This option to purchase 2,275 New Perrigo ordinary shares for $89.42 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of an option to purchase 2,275 Perrigo common stock for $89.42 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
( 5 )This option to purchase 2,726 New Perrigo ordinary shares for $100.84 per share, which vests on the date of the next Annual Shareholders Meeting in the Fall of 2014, was received in the Merger and represents the conversion of an option to purchase 2,726 Perrigo common stock for $100.84per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
( 6 )This option to purchase 3,053 New Perrigo ordinary shares for $39.62 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of an option to purchase 3,053 Perrigo common stock for $39.62 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.
( 7 )This option to purchase 3,351 New Perrigo ordinary shares for $34.45 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of an option to purchase 3,351 Perrigo common stock for $34.45 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.

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