SEC Form 4 · accession 0001193805-18-000724

PERRIGO Co plc · PRGO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jeffrey C Smith

Director

Period of report

May 15, 2018

Accepted (ET)

May 17, 2018 · 9:03 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001585364

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Ordinary Shares^F2	May 15, 2018	P	61,313	$75.1942	A	434,051	I	By Starboard Value and Opportunity S LLC
Ordinary Shares^F2	May 15, 2018	P	12,594	$75.2755	A	446,645	I	By Starboard Value and Opportunity S LLC
Ordinary Shares^F3	May 15, 2018	P	34,947	$75.1942	A	244,365	I	By Starboard Value and Opportunity C LP
Ordinary Shares^F3	May 15, 2018	P	7,178	$75.2755	A	251,543	I	By Starboard Value and Opportunity C LP
Ordinary Shares^F4	May 15, 2018	P	8,574	$75.1942	A	2,009,712	I	By Starboard Leaders Kilo LLC
Ordinary Shares^F4	May 15, 2018	P	1,761	$75.2755	A	2,011,473	I	By Starboard Leaders Kilo LLC
Ordinary Shares^F5	May 15, 2018	P	1,565	$75.1942	A	367,168	I	By Starboard Leaders Select III LP
Ordinary Shares^F5	May 15, 2018	P	321	$75.2755	A	367,489	I	By Starboard Leaders Select III LP
Ordinary Shares^F6	May 15, 2018	P	101,001	$75.1942	A	3,505,673	I	By Managed Accounts of Starboard Value LP
Ordinary Shares^F6	May 15, 2018	P	20,746	$75.2755	A	3,526,419	I	By Managed Accounts of Starboard Value LP
Ordinary Shares^F3	May 16, 2018	P	4,808	$75.8261	A	256,351	I	By Starboard Value and Opportunity C LP
Ordinary Shares^F4	May 16, 2018	P	4,514	$75.8261	A	2,015,987	I	By Starboard Leaders Kilo LLC
Ordinary Shares^F5	May 16, 2018	P	824	$75.8261	A	368,313	I	By Starboard Leaders Select III LP
Ordinary Shares^F6	May 16, 2018	P	89,854	$75.8261	A	3,616,273	I	By Managed Accounts of Starboard Value LP
Ordinary Shares^F3	May 17, 2018	P	1,596	$75.8929	A	257,947	I	By Starboard Value and Opportunity C LP
Ordinary Shares^F4	May 17, 2018	P	2,078	$75.8929	A	2,018,065	I	By Starboard Leaders Kilo LLC
Ordinary Shares^F5	May 17, 2018	P	379	$75.8929	A	368,692	I	By Starboard Leaders Select III LP
Ordinary Shares^F6	May 17, 2018	P	45,947	$75.8929	A	3,662,220	I	By Managed Accounts of Starboard Value LP
Ordinary Shares	holding	—	—		—	528	D
Ordinary Shares^F1	holding	—	—		—	3,287,856	I	By Starboard Value and Opportunity Master Fund Ltd

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit^F7	—	May 15, 2018	A	3,971	A	May 15, 2019	May 15, 2019	Ordinary Shares	3,971	3,971	D
Restricted Stock Unit^F7	—	holding	—	—	—	Jun 6, 2018	Jun 6, 2018	Ordinary Shares	4,265	4,265	D

Explanation of responses

F1Ordinary shares owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard V&O Fund for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F2Ordinary shares owned directly by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F3Ordinary shares owned directly by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F4Ordinary shares owned directly by Starboard Leaders Kilo LLC ("Starboard Kilo LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Kilo LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard Kilo LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F5Ordinary shares owned directly by Starboard Leaders Select III LP ("Starboard Leaders Select III"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Leaders Select III, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard Leaders Select III for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F6Ordinary shares held in certain accounts managed by Starboard Value LP (the "Managed Accounts"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares held in the Managed Accounts for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F7Each Restricted Stock Unit represents a contingent right to receive one Perrigo Company plc ordinary share.