Endo International (ENDPQ) Form 4 Endo International / Blaise Coleman ownership change

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^*

Coleman Blaise

(Last) (First) (Middle)

C/O ENDO INTERNATIONAL PLC

FIRST FL, MINERVA HOUSE, SIMMONSCOURT RD

(Street)

BALLSBRIDGE, DUBLIN L2

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	03/29/2022(1)		F		8,437(2)	D	$2.52(3)	396,293	D
Stock Incentive Plan Performance Share Units	03/30/2022(4)		M		89,663(5)	D	$0(6)	1,342,584	D
Ordinary Shares	03/30/2022(4)		M		35,910	A	$0(7)	432,203	D
Ordinary Shares	03/30/2022(4)		F		10,137(8)	D	$2.52(3)	422,066	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 (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. Thirty-three and one-third percent (33 1/3%) of Mr. Coleman's March 29, 2019 grant of restricted stock units (RSUs) vested on March 29, 2022.

2. These shares represent stock withheld by Endo International plc to satisfy Mr. Coleman's tax withholding obligations on shares acquired upon vesting of RSUs.

3. Represents the vesting price which is the average of the high and low share price on March 29, 2022.

4. On March 30, 2022, based on performance against target levels with respect to Mr. Coleman's March 29, 2019 grant of performance share units, these awards were released and the performance share units were converted into 35,910 ordinary shares. Of this amount, 10,137 ordinary shares were withheld by Endo International plc to satisfy Mr. Coleman's tax withholding obligations on shares acquired upon vesting, with the remainder transferred to Mr. Coleman.

5. Represents the target number of shares issuable upon Endo International plc's achievement of both: (a) shareholder return performance metrics over a cumulative three-year period and (b) free cash flow performance metrics over a cumulative three-year period, each as determined by Endo International plc's Board of Directors at the end of such periods.

6. These securities were granted to Mr. Coleman in consideration of his services as a senior executive of Endo International plc.

7. This represents the automatic conversion of performance share units granted to Mr. Coleman on March 29, 2019 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. Coleman's tax withholding obligations on shares acquired upon vesting of performance share units.

Remarks:

	/s/ Matthew J. Maletta, by power of attorney	03/31/2022
	** 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).
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