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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1. Name and Address of Reporting Person^*

Sullivan Ryan T

(Last)

(First)

(Middle)

C/O WARNER CHILCOTT CORPORATION

100 ENTERPRISE DRIVE

(Street)

ROCKAWAY

07866

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/30/2013

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, General Counsel & Secr.

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary shares, par value $0.01 per share	26,629⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to purchase ordinary shares par value $0.01 per share	⁽²⁾	01/19/2019	Ordinary Shares, par value $0.01 per share	2,193⁽³⁾	$2.02⁽⁴⁾	D
Option to purchase ordinary shares par value $0.01 per share	⁽⁵⁾	06/29/2019	Ordinary Shares, par value $0.01 per share	1,065⁽⁶⁾	$1.88⁽⁴⁾	D
Option to purchase ordinary shares par value $0.01 per share	⁽⁷⁾	01/28/2020	Ordinary Shares, par value $0.01 per share	6,610	$16.06⁽⁴⁾	D
Option to purchase ordinary shares par value $0.01 per share	⁽⁸⁾	02/16/2021	Ordinary Shares, par value $0.01 per share	8,990	$21.49⁽⁹⁾	D
Option to purchase ordinary shares par value $0.01 per share	⁽¹⁰⁾	01/30/2022	Ordinary Shares, par value $0.01 per share	15,730	$13.35⁽⁹⁾	D
Option to purchase ordinary shares par value $0.01 per share	⁽¹¹⁾	02/12/2023	Ordinary Shares, par value $0.01 per share	28,860	$14.31	D
Performance Restricted Share Units	⁽¹²⁾	⁽¹²⁾	Ordinary Shares, par value $0.01 per share	8,170	⁽¹²⁾	D

Explanation of Responses:

1. Includes (i) 7,753 unvested shares subject to time-based vesting conditions, (ii) 6,455 unvested shares subject to performance-based vesting conditions and (iii) 8,420 restricted share units subject to time-based vesting conditions, each of which represents a contingent right to receive one ordinary share of Warner Chilcott plc.

2. The option vested in four equal installments beginning on January 20, 2010.

3. Represents the unexercised portion of an option to purchase an aggregate of 8,770 shares granted on January 20, 2009. The remainer of the option has been exercised.

4. Pursuant to the terms of the Warner Chilcott Equity Incentive Plan and the applicable Share Option Award Agreement, the exercise price of the option was lowered by $7.75 and $3.52 following the payment by Warner Chilcott plc of special cash dividends on September 8, 2010 and September 10, 2012, respectively.

5. The option vests in four equal installments beginning on June 30, 2010.

6. Represents the unvested portion of an option to purchase an aggregate of 4,260 shares granted on June 30, 2009. The remainder of the option has vested and been exercised.

7. The option vests in four equal installments beginning on January 29, 2011.

8. The option vests in four equal installments beginning on February 17, 2012.

9. Pursuant to the terms of the Warner Chilcott Equity Incentive Plan and the applicable Share Option Award Agreement, the exercise price of the option was lowered by $3.52 following the payment by Warner Chilcott plc of a special cash dividend on September 10, 2012.

10. The option vests in four equal installments beginning on January 31, 2013.

11. The option vests in four equal installments beginning on February 13, 2014.

12. The reported securities are performance restricted share units, each of which represents a contingent right to receive one ordinary share of Warner Chilcott plc, granted on February 13, 2013. Up to 25% of the performance restricted share unit award is eligible to vest and settle in each of the four years following the date of grant depending upon achievement of performance targets.

	/s/ John C. Duncanson, attorney in fact	06/10/2013
	** 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).
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