SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HYATT MICHAEL

(Last) (First) (Middle)
745 FIFTH AVENUE

(Street)
NEW YORK NY 10151

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Endo International plc [ ENDP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares(1) 02/28/2014 A 234,228 A (1) 234,228 D
Ordinary Shares(2) 02/28/2014 A 25,000 A (2) 25,000 I In Trust
2010 Stock Incentive Plan Restricted Stock Units (RSU)(3) 02/28/2014 A 6,515 A (3) 6,515 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2000 Stock Incentive Plan Stock Options (NQ)(4) $20.42 02/28/2014 A 10,000 (4) 03/12/2014 Ordinary Shares 10,000 (4) 10,000 D
2004 Stock Incentive Plan Stock Options (NQ)(5) $22.06 02/28/2014 A 10,000 (5) 03/11/2015 Ordinary Shares 10,000 (5) 10,000 D
2004 Stock Incentive Plan Stock Options (NQ)(6) $31.43 02/28/2014 A 10,000 (6) 03/13/2016 Ordinary Shares 10,000 (6) 10,000 D
2000 Stock Incentive Plan Stock Options (NQ)(7) $29.84 02/28/2014 A 4,567 (7) 03/12/2017 Ordinary Shares 4,567 (7) 4,567 D
2007 Stock Incentive Plan Stock Options (NQ)(8) $24.63 02/28/2014 A 6,764 (8) 03/12/2018 Ordinary Shares 6,764 (8) 6,764 D
2007 Stock Incentive Plan Stock Options (NQ)(9) $16.8 02/28/2014 A 10,384 (9) 03/12/2019 Ordinary Shares 10,384 (9) 10,384 D
2007 Stock Incentive Plan Stock Options (NQ)(10) $23.82 02/28/2014 A 8,094 (10) 03/12/2020 Ordinary Shares 8,094 (10) 8,094 D
Explanation of Responses:
1. On February 28, 2014, Endo Health Solutions, Inc. ("Endo") and Paladin Laboratories Inc. ("Paladin") consummated a transaction under an arrangement agreement pursuant to which each of Endo and Paladin was acquired by a new Irish holding company, Endo International plc ("New Endo"). Under the terms of the arrangement agreement (a) New Endo acquired Paladin pursuant to a plan of arrangement under Canadian law and (b) a newly formed subsidiary of New Endo merged with and into Endo, with Endo as the surviving corporation in the merger (the "Merger") and an indirect wholly owned subsidiary of New Endo. At the effective time of the Merger, each Endo common share was cancelled and converted into the right to receive one New Endo ordinary share. The number here represents shares of New Endo acquired pursuant to the Merger, of which 223,853 are owned directly and 10,375 are held in trusts for which Mr. Hyatt serves as trustee and holds either sole or shared power of disposition and vote.
2. These indirectly owned common shares, representing shares of common stock held in trusts, were also converted pursuant to the Merger into the right to receive one New Endo ordinary share.
3. These restricted stock units granted on March 12, 2013 under the 2010 Stock Incentive Plan, which vest 100% on March 12, 2014, were assumed by New Endo in the Merger and converted into New Endo restricted stock units with the same terms and conditions as the original Endo restricted stock units.
4. These non-qualified stock options granted on March 12, 2004 under the 2000 Stock Incentive Plan, which were already fully vested as of February 28, 2014, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options.
5. These non-qualified stock options granted on March 11, 2005 under the 2004 Stock Incentive Plan, which were already fully vested as of February 28, 2014, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options.
6. These non-qualified stock options granted on March 13, 2006 under the 2004 Stock Incentive Plan, which were already fully vested as of February 28, 2014, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options.
7. These non-qualified stock options granted on March 12, 2007 under the 2000 Stock Incentive Plan, which were already fully vested as of February 28, 2014, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options.
8. These non-qualified stock options granted on March 12, 2008 under the 2007 Stock Incentive Plan, which were already fully vested as of February 28, 2014, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options.
9. These non-qualified stock options granted on March 12, 2009 under the 2007 Stock Incentive Plan, which were already fully vested as of February 28, 2014, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options.
10. These non-qualified stock options granted on March 12, 2010 under the 2007 Stock Incentive Plan, of which 6,071 were already vested as of February 28, 2014 with the unvested portion generally vesting 25% per year on each remaining grant date anniversary through March 12, 2014, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options.
Remarks:
/s/ Caroline B. Manogue, by power of attorney 03/04/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS

	Know all by these present that the undersigned hereby makes, constitutes and
appoints Caroline B. Manogue and Daniel Rudio as the undersigned's true and
lawful attorneys-in-fact, with full power and authority as hereinafter described
on behalf of and in the name, place and stead of each of the undersigned to:

(1)	prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including
any amendments thereto) with respect to the securities of Endo Pharmaceuticals
Holdings Inc., a Delaware corporation (the "Company"), with the United States
Securities and Exchange Commission, any national securities exchanges and the
Company, as considered necessary or advisable under Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the "Exchange Act");

(2)	seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such
information to the undersigned and approves and ratifies any such release of
information; and

(3)	perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

The undersigned acknowledges that:

(1)	this Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

(2)	any documents prepared and/or executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney will be in such form and will
contain such information and disclosure as such attorney-in-fact, in his or her
discretion, deems necessary or desirable;

(3)	neither the Company nor such attorney-in-fact assumes (i) any liability for
the undersigned's responsibility to comply with the requirement of the Exchange
Act, (ii) any liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and

(4)	this Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under the Exchange Act,
including without limitation the reporting requirements under Section 16 of the
Exchange Act.

The undersigned hereby gives and grants the foregoing attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, hereby ratifying all that such attorney-in-fact of, for and on
behalf of the undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney.

	This Power of Attorney shall remain in full force and effect with respect to
each undersigned until revoked by such undersigned in a signed writing delivered
to such attorney-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 28th day of April 2009.

 SIGNATURE				TITLE


/s/ Michael Hyatt		Director
Michael Hyatt


STATE OF PENNSYLVANIA:
COUNTY OF DELAWARE:

On this 28th day of April 2009, the above-named individual personally appeared
before me, and acknowledged that he executed the foregoing instrument for the
purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.


/s/ Susan E. Dear
Notary Public

Commonwealth of Pennsylvania
NOTARIAL SEAL
Susan E. Dear, Notary Public
Bethel Twp., Delaware County
My Commission Expires January 8, 2013