SEC Form 4 · accession 0001209191-15-019280
Endo International plc · ENDP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Suketu Upadhyay
Officer — EVP, Chief Financial Officer
Period of report
Feb 24, 2015
Accepted (ET)
Feb 26, 2015 · 7:57 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001593034
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| 2010 Stock Incentive Plan Performance SharesF1,F2,F3,F4 | Feb 24, 2015 | A | 17,595 | — | A | 46,860 | D | |
| 2010 Stock Incentive Plan Restricted Stock Units (RSU)F5,F3 | Feb 24, 2015 | A | 8,797 | — | A | 24,148 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2010 Stock Incentive Plan Stock Options (NQ)F6,F3,F7 | $85.25 | Feb 24, 2015 | A | 32,470 | A | — | Feb 24, 2022 | Ordinary Shares | 32,470 | 32,470 | D |
Explanation of responses
- F1The performance shares vest upon the Company achieving certain shareholder return targets over a cumulative 3-year period.
- F2Represents target quantity of shares issuable. The exact number of shares issuable will be determined on achievement of certain shareholder return targets over a cumulative 3-year period, as determined by the Board of Directors of Endo International plc. The executive can earn between 0% and 300% of the target shares.
- F3These securities were granted to Mr. Upadhyay in consideration of his services as the Executive Vice President and Chief Financial Officer of Endo International plc.
- F4Represents the cumulative target quantity of shares issuable with respect to all 2010 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 still outstanding, which are subject to a range of payouts depending on the achievement of certain performance metrics as described herein for the current grants and as previously disclosed for all other performance share grants.
- F5Upon each vesting date, each vested restricted stock unit automatically converts into one (1) ordinary share of Endo International plc. These restricted stock units (RSUs) are generally exercisable 25% per year on each of February 24, 2016, February 24, 2017, February 24, 2018 and February 24, 2019. Upon vesting, we consider the underlying RSUs to be expired.
- F6Representing the right to buy ordinary shares, par value $0.0001 per share, of Endo International plc.
- F7These stock options are generally exercisable 25% per year on each of February 24, 2016, February 24, 2017, February 24, 2018 and February 24, 2019.