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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Endo International plc [ ENDP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/28/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 65,397 | A | (1) | 65,397 | D | |||
| 2010 Stock Incentive Plan Restricted Stock Units (RSU)(2) | 02/28/2014 | A | 2,933 | A | (2) | 2,933 | D | |||
| 2010 Stock Incentive Plan Restricted Stock Units (RSU)(3) | 02/28/2014 | A | 6,484 | A | (3) | 6,484 | D | |||
| 2010 Stock Incentive Plan Restricted Stock Units (RSU)(4) | 02/28/2014 | A | 5,935 | A | (4) | 5,935 | D | |||
| 2010 Stock Incentive Plan Restricted Stock Units (RSU)(5) | 02/28/2014 | A | 4,781 | A | (5) | 4,781 | D | |||
| 2010 Stock Incentive Plan Performance Shares(6) | 02/28/2014 | A | 12,968 | A | (6) | 12,968 | D | |||
| 2010 Stock Incentive Plan Performance Shares(7) | 02/28/2014 | A | 15,828 | A | (7) | 15,828 | D | |||
| 2010 Stock Incentive Plan Performance Shares(8) | 02/28/2014 | A | 14,911 | A | (8) | 14,911 | D | |||
| 2010 Stock Incentive Plan Performance Shares(9) | 02/28/2014 | A | 9,563 | A | (9) | 9,563 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 2004 Stock Incentive Plan Stock Options (NQ)(10) | $30.55 | 02/28/2014 | A | 42,279 | (10) | 02/21/2017 | Ordinary Shares | 42,279 | (10) | 42,279 | D | ||||
| 2007 Stock Incentive Plan Stock Options (NQ)(11) | $24.87 | 02/28/2014 | A | 50,000 | (11) | 01/25/2018 | Ordinary Shares | 50,000 | (11) | 50,000 | D | ||||
| 2007 Stock Incentive Plan Stock Options (NQ)(12) | $25.19 | 02/28/2014 | A | 40,722 | (12) | 02/21/2018 | Ordinary Shares | 40,722 | (12) | 40,722 | D | ||||
| 2007 Stock Incentive Plan Stock Options (NQ)(13) | $19.93 | 02/28/2014 | A | 84,065 | (13) | 02/26/2019 | Ordinary Shares | 84,065 | (13) | 84,065 | D | ||||
| 2004 Stock Incentive Plan Stock Options (NQ)(14) | $20.61 | 02/28/2014 | A | 36,932 | (14) | 02/19/2020 | Ordinary Shares | 36,932 | (14) | 36,932 | D | ||||
| 2010 Stock Incentive Plan Stock Options (NQ)(15) | $33.98 | 02/28/2014 | A | 36,609 | (15) | 02/23/2021 | Ordinary Shares | 36,609 | (15) | 36,609 | D | ||||
| 2010 Stock Incentive Plan Stock Options (NQ)(16) | $34.7 | 02/28/2014 | A | 42,694 | (16) | 02/22/2022 | Ordinary Shares | 42,694 | (16) | 42,694 | D | ||||
| 2010 Stock Incentive Plan Stock Options (NQ)(17) | $30.8 | 02/28/2014 | A | 26,221 | (17) | 02/27/2023 | Ordinary Shares | 26,221 | (17) | 26,221 | D | ||||
| 2010 Stock Incentive Plan Stock Options (NQ)(18) | $79.33 | 02/28/2014 | A | 17,818 | (18) | 02/26/2024 | Ordinary Shares | 17,818 | (18) | 17,818 | 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. |
| 2. These restricted stock units granted on February 23, 2011 under the 2010 Stock Incentive Plan, of which 8,799 were already vested as of February 28, 2014 with the unvested portion generally vesting 25% annually at each remaining grant date anniversary through February 23, 2015, 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. |
| 3. These restricted stock units granted on February 22, 2012 under the 2010 Stock Incentive Plan, of which 6,484 were already vested as of February 28, 2014 with the unvested portion generally vesting 25% annually at each remaining grant date anniversary through February 22, 2016, 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 restricted stock units granted on February 27, 2013 under the 2010 Stock Incentive Plan, of which 1,979 were already vested as of February 28, 2014 with the unvested portion generally vesting 25% annually at each remaining grant date anniversary through February 27, 2017, 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. |
| 5. These restricted stock units granted on February 26, 2014 under the 2010 Stock Incentive Plan, of which none are vested as of February 28, 2014 with the unvested portion generally vesting 25% annually at each future grant date anniversary through February 26, 2018, 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. |
| 6. These performance share units granted on February 22, 2012 under the 2010 Stock Incentive Plan were assumed by New Endo in the Merger and converted into New Endo performance share units with the same terms and conditions as the original Endo performance share units. These performance shares vest on December 31, 2014 upon the Company achieving certain financial targets over the period beginning on January 1, 2012 and ending on December 31, 2014. The amount of performance share units included in this line represents the target quantity of shares issuable. The exact number of shares issuable, between 0% and 200% of the target shares, will be based on achievement, as determined by the Compensation Committee of the Board of Directors of Endo, of the specified performance targets over the cumulative 3-year period set forth above. |
| 7. These performance share units granted on March 8, 2013 under the 2010 Stock Incentive Plan were assumed by New Endo in the Merger and converted into New Endo performance share units with the same terms and conditions as the original Endo performance share units. These performance shares vest on March 1, 2016 upon the Company achieving certain shareholder return targets over the period beginning on January 1, 2013 and ending on December 31, 2015. The amount of performance share units included in this line represents the target quantity of shares issuable. The exact number of shares issuable, between 0% and 300% of the target shares, will be based on achievement, as determined by the Compensation Committee of the Board of Directors of Endo, of the specified shareholder return targets over the cumulative 3-year period set forth above. |
| 8. These performance share units granted on July 1, 2013 under the 2010 Stock Incentive Plan were assumed by New Endo in the Merger and converted into New Endo performance share units with the same terms and conditions as the original Endo performance share units. These performance shares vest on July 1, 2016 upon the Company achieving certain financial targets over the period beginning on July 1, 2013 and ending on July 1, 2016. The amount of performance share units included in this line represents the target quantity of shares issuable. The exact number of shares issuable, between 0% and 300% of the target shares, will be based on achievement, as determined by the Compensation Committee of the Board of Directors of Endo, of the specified performance targets over the cumulative 3-year period set forth above. |
| 9. These performance share units granted on February 26, 2014 under the 2010 Stock Incentive Plan were assumed by New Endo in the Merger and converted into New Endo performance share units with the same terms and conditions as the original Endo performance share units. These performance shares vest on February 26, 2017 upon the Company achieving certain shareholder return targets over the period beginning on February 26, 2014 and ending on February 26, 2017. The amount of performance share units included in this line represents the target quantity of shares issuable. The exact number of shares issuable, between 0% and 300% of the target shares, will be based on achievement, as determined by the Compensation Committee of the Board of Directors of Endo, of the specified shareholder return targets over the cumulative 3-year period set forth above. |
| 10. These non-qualified stock options granted on February 21, 2007 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. |
| 11. These non-qualified stock options granted on January 25, 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. |
| 12. These non-qualified stock options granted on February 21, 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. |
| 13. These non-qualified stock options granted on February 26, 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. |
| 14. These non-qualified stock options granted on February 19, 2010 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. |
| 15. These non-qualified stock options granted on February 23, 2011 under the 2010 Stock Incentive Plan, of which 27,457 were already vested as of February 28, 2014 with the unvested portion generally vesting 25% per year on each remaining grant date anniversary through February 23, 2015, 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. |
| 16. These non-qualified stock options granted on February 22, 2012 under the 2010 Stock Incentive Plan, of which 21,348 were already vested as of February 28, 2014 with the unvested portion generally vesting 25% per year on each remaining grant date anniversary through February 22, 2016, 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. |
| 17. These non-qualified stock options granted on February 27, 2013 under the 2010 Stock Incentive Plan, of which 6,556 were already vested as of February 28, 2014 with the unvested portion generally vesting 25% per year on each remaining grant date anniversary through February 27, 2017, 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. |
| 18. These non-qualified stock options granted on February 26, 2014 under the 2010 Stock Incentive Plan, of which none are vested as of February 28, 2014 with the unvested portion generally vesting 25% per year on each grant date anniversary through February 26, 2018, 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 | 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
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, Daniel A. Rudio, Richard Casten and Justin Dailey 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 Health Solutions 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 11th day of April 2013. SIGNATURE TITLE /s/ CAROLINE B. MANOGUE Executive Vice President, Chief Legal Officer Caroline B. Manogue and Secretary STATE OF PENNSYLVANIA: COUNTY OF CHESTER: On this 11th day of April 2013, 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