SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Endo International plc [ ENDP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/11/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 11/11/2015 | P | 1,900 | A | $55.62(1) | 187,869 | D | |||
| Ordinary Shares | 11/11/2015 | P | 200 | A | $56.38(2) | 188,069 | D | |||
| Stock Incentive Plan Performance Shares(3) | 11/11/2015 | A | 2,100(4) | A | (5) | 105,466(6) | D | |||
| Stock Incentive Plan Restricted Stock Units (RSU)(7) | 15,367(7) | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. This represents the average price per share of ordinary shares that Mr. Campanelli bought on the open market on November 11, 2015 at prices ranging from $55.22 to $56.17. |
| 2. This represents the average price per share of ordinary shares that Mr. Campanelli bought on the open market on November 11, 2015 at prices ranging from $56.34 to $56.41. |
| 3. The performance shares vest upon the Company achieving certain shareholder return targets over a cumulative 3-year period. |
| 4. Represents the target number of shares issuable upon achievement of a certain shareholder return target over a cumulative 3-year period, as determined by the Registrant's Board of Directors at the end of such three-year period. The ultimate number of shares issued may be the target number or zero, depending on the Registrant's attainment of the shareholder return target over the period. |
| 5. Pursuant to the Endo International plc Matched Performance Share Unit Program, the Registrant matched Mr. Campanelli's open market purchases of ordinary shares, subject to certain limitations, which occurred on November 11, 2015, as reported above. These securities were granted to Mr. Campanelli in consideration of his services as the President, Par Pharmaceutical of Endo International plc. |
| 6. Represents the cumulative target quantity of shares issuable with respect to all 2010 and 2015 Stock Incentive Plan performance shares outstanding. The cumulative total is the combination of the target payouts for the current grant and all past grants made under the 2010 Stock Incentive Plan and the 2015 Stock Incentive Plan and still outstanding, which are subject to a range of payouts depending on the achievement of certain performance metrics as described herein for the current grant and as previously disclosed for all other performance share grants. |
| 7. Subject to time-based vesting, each restricted stock automatically converts into one (1) ordinary share of Endo International plc. |
| Remarks: |
| /s/ Matthew J. Maletta, by Power of Attorney | 11/12/2015 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||