SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O ENDO INTERNATIONAL PLC |
| MINERVA HOUSE, SIMMONSCOUT ROAD |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
03/01/2015
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3. Issuer Name and Ticker or Trading Symbol
Endo International plc
[ ENDP ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| President Branded Pharma |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
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| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Ordinary Shares |
22,584 |
D |
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2010 Stock Incentive Plan Restricted Stock Units (RSU)
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831 |
D |
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2010 Stock Incentive Plan Restricted Stock Units (RSU)
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1,298 |
D |
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2010 Stock Incentive Plan Restricted Stock Units (RSU)
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1,275 |
D |
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2010 Stock Incentive Plan Restricted Stock Units (RSU)
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2,617 |
D |
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2010 Stock Incentive Plan Performance Shares (PSU)
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5,191 |
D |
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2010 Stock Incentive Plan Performance Shares (PSU)
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10,027 |
D |
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2010 Stock Incentive Plan Performance Shares (PSU)
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3,403 |
D |
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2010 Stock Incentive Plan Performance Shares (PSU)
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5,234 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
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2000 Stock Incentive Plan Stock Options (NQ)
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07/20/2019 |
Ordinary Shares |
32,521 |
18.62 |
D |
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2004 Stock Incentive Plan Stock Options (NQ)
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02/19/2020 |
Ordinary Shares |
15,427 |
20.61 |
D |
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2010 Stock Incentive Plan Stock Options (NQ)
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02/23/2021 |
Ordinary Shares |
11,098 |
33.98 |
D |
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2010 Stock Incentive Plan Stock Options (NQ)
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02/22/2022 |
Ordinary Shares |
10,945 |
34.7 |
D |
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2010 Stock Incentive Plan Stock Options (NQ)
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02/27/2023 |
Ordinary Shares |
8,600 |
30.8 |
D |
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2010 Stock Incentive Plan Stock Options (NQ)
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02/26/2024 |
Ordinary Shares |
6,341 |
79.33 |
D |
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2010 Stock Incentive Plan Stock Options (NQ)
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02/24/2022 |
Ordinary Shares |
9,659 |
85.25 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Caroline B. Manogue, by power of attorney |
03/06/2015 |
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** 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
5
(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, Dan McCall 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 International
plc, an Irish public limited company (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 3rd day of March 2015.
SIGNATURE TITLE
/s/ Brian A Lortie President, Branded Pharmaceuticals
NAME: Brian A Lortie
STATE OF Pennsylvania:
COUNTY OF Chester:
On this 3rd day of March 2015, 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/ Lynn Marie Iannucci
Notary Public
Chadds Ford TWP., Delaware County
Commission Expires May 11, 2015
