Sec Form 4 Filing - ELAN CORP PLC @ Alkermes plc. - 2012-03-13

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
ELAN CORP PLC
2. Issuer Name and Ticker or Trading Symbol
Alkermes plc. [ ALKS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
TREASURY BUILDING, LOWER GRAND CANAL STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/13/2012
(Street)
DUBLIN 2, L200000
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 03/13/2012 S 24,150,000 ( 1 ) D $ 15.8 ( 2 ) 7,750,000 I ( 3 ) Indirect ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ELAN CORP PLC
TREASURY BUILDING
LOWER GRAND CANAL STREET
DUBLIN 2, L200000
X
Elan Science Three Ltd
TREASURY BUILDING
LOWER GRAND CANAL STREET
DUBLIN 2, L200000
X
Signatures
/s/ William F. Daniel 03/14/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were sold by Elan Science Three Limited ("ES3") in a marketed underwritten registered offering pursuant to a shelf registration statement on Form S-1 filed by Alkermes plc with the Securities and Exchange Commission (the "SEC"), which the SEC declared effective March 2, 2012 (File No. 333-179550).
( 2 )Represents a price to the public of $16.50 per ordinary share less the underwriting discount.
( 3 )Shares directly owned by ES3. ES3 is an indirect, wholly-owned subsidiary of Elan Corporation, plc.

Remarks:
Exhibit ListExhibit 99.1 - Joint Filer Information

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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