SEC Form 4 · accession 0001209191-16-137718
Endo International plc · ENDP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Ciaffoni
Officer — President, U.S. Branded Pharma
Period of report
Aug 16, 2016
Accepted (ET)
Aug 18, 2016 · 11:15 am EDT
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 | Aug 16, 2016 | A | 34,904 | — | A | 34,904 | D | |
| Stock Incentive Plan Restricted Stock Units (RSU)F4,F3 | Aug 16, 2016 | A | 17,452 | — | A | 17,452 | 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)F5,F3,F6 | $22.92 | Aug 16, 2016 | A | 41,972 | A | — | Aug 16, 2026 | Ordinary Shares | 41,972 | 41,972 | D |
Explanation of responses
- F1The performance shares vest upon Endo International plc achieving certain shareholder return performance metrics over a cumulative three-year period.
- 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. Ciaffoni in connection with his commencement of employment in consideration of his anticipated services as President, U.S. Branded Pharmaceuticals of Endo International plc.
- F4Upon 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 33-1/3% per year on each of August 16, 2017, August 16, 2018 and August 16, 2019. Upon vesting, we consider the underlying RSUs to be expired.
- F5Represents the right to buy ordinary shares, par value $0.0001 per share, of Endo International plc.
- F6These stock options are generally exercisable 33-1/3% per year on each of August 16, 2017, August 16, 2018 and August 16, 2019.