SEC Form 4 · accession 0001209191-16-102584
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 23, 2016
Accepted (ET)
Feb 25, 2016 · 8:20 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 | Feb 23, 2016 | A | 28,225 | — | A | 79,535 | D | |
| Stock Incentive Plan Restricted Stock Units (RSU)F5,F3 | Feb 23, 2016 | A | 14,112 | — | A | 31,852 | D | |
| Ordinary SharesF6,F7,F8 | Feb 24, 2016 | F | 693 | $49.85 | D | 17,423 | 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)F9,F3,F10 | $50.22 | Feb 23, 2016 | A | 47,599 | A | — | Feb 23, 2026 | Ordinary Shares | 47,599 | 47,599 | D |
Explanation of responses
- F1The performance shares vest upon Endo International plc achieving certain shareholder return performance metrics over a cumulative three-year period.
- F10These stock options are generally exercisable 25% per year on each of February 23, 2017, February 23, 2018, February 23, 2019 and February 23, 2020.
- F2Represents the target number of shares issuable upon Endo International plc's achievement of shareholder return performance metrics over a cumulative three-year period, as determined by Endo International plc'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 Endo International plc's shareholder return performance metrics results over the performance period.
- F3These securities were granted to Mr. Upadhyay in consideration of his services as Executive Vice President and Chief Financial Officer of Endo International plc.
- F4Represents the cumulative target number of shares issuable with respect to all 2010 Stock Incentive Plan 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 2015 Stock Incentive Plan and still outstanding, which are subject to a range of payouts depending on Endo International plc's 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) generally vest 25% per year on each of February 23, 2017, February 23, 2018, February 23, 2019 and February 23, 2020. Upon vesting, we consider the underlying RSUs to be expired.
- F6Twenty-five percent (25%) of Mr. Upadhyay's February 24, 2015 grant of restricted stock units (RSUs) vested on February 24, 2016.
- F7These shares represent stock withheld by Endo International plc to satisfy Mr. Upadhyay's tax withholding obligations on shares acquired upon vesting of RSUs.
- F8$49.85 represents the vesting price, which is the average of the high and low share price on February 24, 2016.
- F9Represents the right to buy ordinary shares, par value $0.0001 per share, of Endo International plc.