SEC Form 4 · accession 0001585364-18-000044
PERRIGO Co plc · PRGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey C Smith
Director
Period of report
Jun 6, 2018
Accepted (ET)
Jun 8, 2018 · 5:12 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 | Jun 6, 2018 | M | 4,265 | $73.22 | A | 4,793 | D | |
| Ordinary Shares | Jun 6, 2018 | F | 2,048 | $73.22 | D | 2,745 | D | |
| Ordinary SharesF2 | holding | — | — | — | 3,287,856 | I | By Starboard Value and Opportunity Master Fund Ltd | |
| Ordinary SharesF3 | holding | — | — | — | 368,692 | I | By Starboard Leaders Select III LP | |
| Ordinary SharesF4 | holding | — | — | — | 2,018,065 | I | By Starboard Leaders Kilo LLC | |
| Ordinary SharesF5 | holding | — | — | — | 446,645 | I | By Starboard Value and Opportunity S LLC | |
| Ordinary SharesF6 | holding | — | — | — | 3,662,220 | I | By Managed Accounts of Starboard Value LP | |
| Ordinary Shares | holding | — | — | — | 257,947 | I | By Starboard Value and Opportunity C LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF7 | — | Jun 6, 2018 | M | 4,265 | A | Jun 6, 2018 | Jun 6, 2018 | Ordinary Shares | 4,265 | 0 | D |
Explanation of responses
- F1Vesting of service-based restricted stock units granted on June 6, 2017.
- F2Ordinary shares directly held 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. 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 Leaders Select III LP ("Starboard Select III 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 Select III 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 owned directly by Starboard Select III 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 directly held 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.
- 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.