Sec Form 4 Filing - DE SILVA RAJIV @ Endo International plc - 2016-03-18

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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
DE SILVA RAJIV
2. Issuer Name and Ticker or Trading Symbol
Endo International plc [ ENDP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
C/O ENDO INTERNATIONAL PLC, FIRST FL, MINERVA HOUSE, SIMMONSCOURT RD
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2016
(Street)
BALLSBRIDGE, DUBLIN 4, L20
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 03/18/2016( 1 ) F 6,244 ( 2 ) D $ 30.43 ( 3 ) 258,158 D
Stock Incentive Plan Performance Shares 03/21/2016( 4 ) M 82,182 ( 5 ) D $ 0 ( 6 ) 304,402 D
Ordinary Shares 03/21/2016( 4 ) M 61,636 A $ 0 ( 7 ) 319,794 D
Ordinary Shares 03/21/2016( 4 ) F 28,099 ( 8 ) D $ 29.78 ( 9 ) 291,695 D
Oridnary Shares 63,315 I In Trust
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
DE SILVA RAJIV
C/O ENDO INTERNATIONAL PLC
FIRST FL, MINERVA HOUSE, SIMMONSCOURT RD
BALLSBRIDGE, DUBLIN 4, L20
X President & CEO
Signatures
/s/ Matthew J. Maletta, by power of attorney 03/22/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Thirty-three percent (33%) of Mr. De Silva's March 18, 2013 grant of restricted stock units (RSUs) vested on March 18, 2016.
( 2 )These shares represent stock withheld by Endo International plc to satisfy Mr. De Silva's tax withholding obligations on shares acquired upon vesting of RSUs.
( 3 )$30.43 represents the vesting price, which is the average of the high and low share price on March 18, 2016.
( 4 )On March 21, 2016, the cumulative 3-year performance period for Mr. De Silva's March 18, 2013 grant of performance shares concluded. At this time, the performance shares were converted into 61,636 ordinary shares. Of this amount, 28,099 ordinary shares were withheld by Endo International plc to satisfy Mr. De Silva's tax obligations on ordinary shares acquired, and 33,537 ordinary shares were transferred to Mr. De Silva effective immediately.
( 5 )Represents the target number of shares issuable upon Endo International plc's achievement of shareholder return performance metrics over a cumulative three-year period, as determined by Endo International plc's Board of Directors at the end of such three-year period.
( 6 )These securities were granted to Mr. De Silva in consideration of his services as the President and Chief Executive Officer of Endo International plc.
( 7 )This represents the automatic conversion of performance shares granted to Mr. De Silva on March 18, 2013 to ordinary shares of Endo International plc pursuant to the terms of the underlying award agreement.
( 8 )These shares represent stock withheld by Endo International plc to satisfy Mr. De Silva's tax withholding obligations on shares acquired upon vesting of performance shares.
( 9 )$29.78 represents the vesting price, which is the average of the high and low share price on March 21, 2016.

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