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) 04/07/2015 | ||||||||||||||||||||||||||
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 | 04/07/2015 | M | 503 | A | $20.61 | 43,603(1) | D | |||
Ordinary Shares | 04/07/2015 | S | 503 | D | $91.9 | 43,100(1) | D | |||
Ordinary Shares | 04/08/2015 | M | 36,429 | A | $20.61 | 79,529(1) | D | |||
Ordinary Shares | 04/08/2015 | M | 36,609 | A | $33.98 | 116,138(1) | D | |||
Ordinary Shares | 04/08/2015 | M | 32,021 | A | $34.7 | 148,159(1) | D | |||
Ordinary Shares | 04/08/2015 | S | 105,059 | D | $91.9 | 43,100(1) | D |
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) | $20.61 | 04/07/2015 | M | 503 | (2) | 02/19/2020 | Ordinary Shares | 503 | $0.00(3) | 36,429 | D | ||||
2004 Stock Incentive Plan Stock Options (NQ) | $20.61 | 04/08/2015 | M | 36,429 | (2) | 02/19/2020 | Ordinary Shares | 36,429 | $0.00(3) | 0 | D | ||||
2010 Stock Incentive Plan Stock Options (NQ) | $33.98 | 04/08/2015 | M | 36,609 | (4) | 02/23/2021 | Ordinary Shares | 36,609 | $0.00(3) | 0 | D | ||||
2010 Stock Incentive Plan Stock Options (NQ) | $34.7 | 04/08/2015 | M | 32,021 | (5) | 02/22/2022 | Ordinary Shares | 32,021 | $0.00(3) | 10,673(6) | D |
Explanation of Responses: |
1. On March 9, 2015, in connection with her personal financial planning, Ms. Manogue placed 118,673 of the shares underlying her stock options into a 10b5-1 pre-set selling program (the "Manogue Pre-Set Selling Program"). The options exercised and the shares sold above were sold pursuant to the Manogue Pre-Set Selling Program, which leaves 13,111 remaining shares (underlying options) in the current Manogue Pre-Set Selling Program. |
2. Ms. Manogue's stock options that were granted under the 2004 Stock Incentive Plan on February 19, 2010 were generally exercisable 25% per year on each of February 19, 2011, February 19, 2012, February 19, 2013 and February 19, 2014. |
3. These securities were granted to Ms. Manogue in consideration of her services as the Executive Vice President, Chief Legal Officer of the registrant. |
4. Ms. Manogue's stock options that were granted under the 2010 Stock Incentive Plan on February 23, 2011 were generally exercisable 25% per year on each of February 23, 2012, February 23, 2013, February 23, 2014 and February 23, 2015. |
5. Ms. Manogue's stock options that were granted under the 2010 Stock Incentive Plan on February 22, 2012 are generally exercisable 25% per year on each of February 22, 2013, February 22, 2014, February 22, 2015 and February 22, 2016. |
6. The 10,673 stock options remaining under this award granted on February 22, 2012 were un-vested as of March 9, 2015 and were therefore not included in the Manogue Pre-Set Selling Program. |
Remarks: |
/s/ Caroline B. Manogue | 04/09/2015 | |
** 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. |