Sec Form 4 Filing - Coucke Marc @ PERRIGO Co plc - 2016-02-26

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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
Coucke Marc
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
X __ Officer (give title below) _____ Other (specify below)
Executive VP & GM
(Last) (First) (Middle)
C/O PERRIGO COMPANY PLC, 515 EASTERN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2016
(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 5,397,711 ( 1 ) ( 2 ) I Alychlo NV ( 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
Restricted Stock Units ( 4 ) 02/26/2016 A 197 02/26/2019 02/26/2019 Ordinary Shares 197 ( 4 ) 197 D
Employee Stock Option Right to Buy $ 129.23 02/26/2016 A 1,117 ( 5 ) 02/26/2026 Ordinary Shares 1,117 $ 129.23 1,117 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Coucke Marc
C/O PERRIGO COMPANY PLC
515 EASTERN AVENUE
ALLEGAN, MI49010
Executive VP & GM
Signatures
/s/ David McConnell, Attorney-in-fact for Mr. Coucke 03/01/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person and his spouse are the principal shareholders of Alychlo NV ("Alychlo"). On March 30, 2015, Alychlo acquired 5,397,711 ordinary shares of Perrigo Company plc ("Perrigo", and the shares "Perrigo Shares") in connection with Perrigo's acquisition of Omega Pharma Invest NV, all pursuant to a share purchase agreement dated November 6, 2014 (the "Share Purchase Agreement"). Of the5,397,711 Perrigo Shares issued to Alychlo, 1,081,742 Perrigo Shares are being held in escrow until June 30, 2016 pursuant to the terms of a share escrow agreement, and are subject to possible forfeiture until that time to satisfy indemnity claims arising under the Share Purchase Agreement as specified in the share escrow agreement. After the closing of Alychlo's acquisition of 5,397,711 Perrigo Shares on March 30, 2015, Mylecke Management, Art & Invest NV, represented by Marc Coucke, was appointed Executive Vice President and General Manager of Perrigo's Omega Pharma business unit.
( 2 )Pursuant to the terms of a lock-up agreement dated March 30, 2015 entered into in connection with the Share Purchase Agreement, without the issuer's prior written consent, the transfer or other disposition of the 5,397,711 Perrigo Shares acquired by Alychlo are restricted 50% until March 30, 2017 and the remaining 50% until March 30, 2018, subject to certain permitted exceptions.
( 3 )Alychlo NV is a Belgium-based limited liability company in which Marc Coucke and his spouse are the principal shareholders.
( 4 )Each Restricted Stock Unit represents a contingent right to receive one ordinary share of Perrigo Company plc.
( 5 )Exercisable in 3 equal annual installments beginning 2/26/2017.

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* 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).

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