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^*

CONNAUGHTON JOHN

(Last)

(First)

(Middle)

C/O BAIN CAPITAL INVESTORS, LLC

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Warner Chilcott plc [ WCRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE	11/19/2009		J		280,128	D	$0	37,765,285	I	See Footnotes⁽¹⁾⁽²⁾
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE	11/25/2009		S		3,946,020	D	$22.25	33,819,265	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. John P. Connaughton is a managing director of Bain Capital Investors, LLC ("BCI"). BCI is the general partner of Bain Capital Integral Investors II, L.P. ("Integral II"). By virtue of this relationship, Mr. Connaughton may be deemed to share voting and dispositive power with respect to the 37,575,608 shares held by Integral II. Mr. Connaughton disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On 11/19/2009, Integral II distributed 280,128 shares of Common Stock to one or more members or partners in connection with certain charitable gifts made by such members or partners on 11/19/2009. Following such distribution, Integral II held 37,295,480 shares of Common Stock. (Continued to footnote 2)

2. BCI is also the managing general partner of BCIP Associates - G ("BCIP G"), BCIP Trust Associates III ("BCIP Trust III") and BCIP Trust Associates III-B ("BCIP Trust III-B"). By virtue of this relationship, Mr. Connaughton may be deemed to share voting and dispositive power with respect to the 9,081 shares of Common Stock held by BCIP G, the 411,393 shares of Common Stock held by BCIP Trust III and the 49,331 shares of Common Stock held by BCIP Trust III-B. Mr. Connaughton disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. On 11/25/2009, Integral II, BCIP G, BCIP Trust III and BCIP Trust III-B sold 3,893,333, 1,009, 45,698 and 5,480 shares of Common Stock, respectively, in a registered public offering of the Issuer. Following such sales, Integral II, BCIP G, BCIP Trust III and BCIP Trust III-B held 33,401,647, 8,072, 365,695 and 43,851 shares of Common Stock, respectively. Because BCI is the general partner of Integral II and the managing partner of BCIP G, BCIP Trust III and BCIP Trust III-B, Mr. Connaughton may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Integral II, BCIP G, BCIP Trust III and BCIP Trust III-B. Mr. Connaughton disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

	/s/ John P. Connaughton	11/30/2009
	** 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).
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