SEC Form 4 · accession 0001209191-16-088807
Endo International plc · ENDP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Joseph Maletta
Officer — Exec. V.P.,Chief Legal Officer
Period of report
Dec 31, 2015
Accepted (ET)
Jan 5, 2016 · 4:52 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 |
|---|---|---|---|---|---|---|---|---|
| Stock Incentive Plan Performance SharesF1,F2,F3,F4 | Dec 31, 2015 | A | 4,811 | — | A | 12,533 | D | |
| Stock Incentive Plan Restricted Stock Units (RSU)F5,F3,F6 | Dec 31, 2015 | A | 4,811 | — | A | 8,422 | D | |
| Ordinary Shares | holding | — | — | — | 500 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 Stock Incentive Plan Stock Options (NQ)F7,F3,F8 | $61.22 | Dec 31, 2015 | A | 17,394 | A | — | Dec 31, 2025 | Ordinary Shares | 17,394 | 17,394 | D |
Explanation of responses
- F1The performance shares vest upon the Company achieving certain shareholder return targets over a cumulative 3-year period.
- F2Represents the target number of shares issuable upon achievement of a certain shareholder return target over a cumulative 3-year period, as determined by the Registrant's Board of Directors at the end of such three-year period. The ultimate number of shares issued may be between 0% and 300% of the target number of shares, depending on the Registrant's attainment of the shareholder return target over the period.
- F3These securities were granted to Mr. Maletta in consideration of his services as the Executive Vice President and Chief Legal Officer of Endo International plc.
- F4Represents the cumulative target quantity of shares issuable with respect to all 2010 and 2015 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 the 2015 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 grant 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 December 31, 2016, December 31, 2017, December 31, 2018 and December 31, 2019. Upon vesting, we consider the underlying RSUs to be expired.
- F6Subject to time-based vesting, each restricted stock automatically converts into one (1) ordinary share of Endo International plc.
- F7Representing the right to buy ordinary shares, par value $0.0001 per share, of Endo International plc.
- F8These stock options are generally exercisable 25% per year on each of December 31, 2016, December 31, 2017, December 31, 2018 and December 31, 2019.