SEC Form 4 · accession 0001585364-16-000257
PERRIGO Co plc · PRGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marc Coucke
Officer — Executive VP & GM
Period of report
Feb 26, 2016
Accepted (ET)
Mar 1, 2016 · 4:42 pm EST
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 SharesF1,F2,F3 | holding | — | — | — | 5,397,711 | I | Alychlo NV |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4 | — | Feb 26, 2016 | A | 197 | A | Feb 26, 2019 | Feb 26, 2019 | Ordinary Shares | 197 | 197 | D |
| Employee Stock Option Right to BuyF5 | $129.23 | Feb 26, 2016 | A | 1,117 | A | — | Feb 26, 2026 | Ordinary Shares | 1,117 | 1,117 | D |
Explanation of responses
- F1The 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.
- F2Pursuant 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.
- F3Alychlo NV is a Belgium-based limited liability company in which Marc Coucke and his spouse are the principal shareholders.
- F4Each Restricted Stock Unit represents a contingent right to receive one ordinary share of Perrigo Company plc.
- F5Exercisable in 3 equal annual installments beginning 2/26/2017.