Sec Form 4 Filing - Berry Thomas E @ Mallinckrodt plc - 2013-06-28

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
Berry Thomas E
2. Issuer Name and Ticker or Trading Symbol
Mallinckrodt plc [ MNK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O MALLINCKRODT PLC, 675 JAMES S. MCDONNELL BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
06/28/2013
(Street)
HAZELWOOD, MO63042
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 06/28/2013 A 4,850 ( 1 ) A $ 0 4,850 D
Ordinary Shares 07/01/2013 A 2,637 ( 2 ) A $ 0 7,487 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
Share Options (Right to Buy) $ 36.59 06/28/2013 A( 3 ) 6,250 06/28/2013( 4 ) 03/31/2020 Ordinary Shares 6,250 $ 0 6,250 D
Share Options (Right to Buy) $ 31.12 06/28/2013 A( 3 ) 13,564 06/28/2013( 5 ) 11/30/2020 Ordinary Shares 13,564 $ 0 13,564 D
Share Options (Right to Buy) $ 33.67 06/28/2013 A( 3 ) 10,818 06/28/2013( 6 ) 11/30/2021 Ordinary Shares 10,818 $ 0 10,818 D
Share Options (Right to Buy) $ 41.73 06/28/2013 A( 3 ) 12,239 12/03/2013( 7 ) 12/02/2022 Ordinary Shares 12,239 $ 0 12,239 D
Share Options (Right to Buy) $ 44 07/01/2013 A( 8 ) 7,555 07/01/2016( 9 ) 06/30/2023 Ordinary Shares 7,555 $ 0 7,555 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Berry Thomas E
C/O MALLINCKRODT PLC
675 JAMES S. MCDONNELL BLVD.
HAZELWOOD, MO63042
See Remarks
Signatures
/s/ Miriam R. Singer (By Power of Attorney) 07/02/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of previously granted Restricted Stock Unit ("RSU") awards converted pursuant to the terms of the Employee Matters Agreement by and between Covidien plc ("Covidien") and Mallinckrodt plc ("Mallinckrodt"), dated as of June 28, 2013 (the "Employee Matters Agreement"), to reflect the separation of the pharmaceuticals business of Covidien (the "Business") on June 28, 2013 from the rest of Covidien by means of the declaration of a dividend in specie of the Business, to be effected by the transfer of the Business from Covidien to Mallinckrodt and the issuance by Mallinckrodt of ordinary shares in its share capital, par value $0.20 per share ("Ordinary Shares"), credited as fully paid directly to Covidien's shareholders (the "Transaction"). Upon vesting, the RSUs convert to Ordinary Shares. The Reporting Person is entitled to receive dividend equivalent units on the RSUs. The RSUs vest on the schedule set forth in the original grant agreement.
( 2 )RSUs that vest in equal installments on each of the third and fourth anniversary of the grant date. RSUs are settled in Ordinary Shares upon vesting (July 1, 2016 and July 1, 2017). The Reporting Person is entitled to receive dividend equivalent units in connection with these RSUs.
( 3 )Consists of previously granted employee stock options converted pursuant to the terms of the Employee Matters Agreement to reflect the separation of the pharmaceuticals business of Covidien from the rest of Covidien pursuant to the Transaction. The employee stock options vest and are exercisable on the schedule set forth in the original grant agreement. Generally options vest ratably on the first, second, third and fourth anniversary of the original grant date and expire on the ten year anniversary date of the original grant date.
( 4 )Options with respect to 1,563 Ordinary Shares vest on March 31, 2014.
( 5 )Options with respect to 6,782 Ordinary Shares vest in equal annual installments on each of December 1, 2013 and December 1, 2014.
( 6 )Options with respect to 8,114 Ordinary Shares vest in equal annual installments on each of December 1, 2013, December 1, 2014 and December 1, 2015.
( 7 )Vests in equal annual installments on each of December 3, 2013, December 3, 2014, December 3, 2015, and December 3, 2016.
( 8 )These employee stock options were granted to the Reporting Person in connection with the Transaction. They vest and become exercisable in equal installments on each of the third and fourth anniversary (July 1, 2016 and July 1, 2017) of the grant date and expire on the ten year anniversary of the grant date.
( 9 )These options become exercisable in equal installments on each of the third and fourth anniversary of the grant date (July 1, 2016 and July 1, 2017).

Remarks:
Senior Vice President, Product Supply

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