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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X
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*
AlpInvest Partners CS Investments 2003 C.V.

(Last) (First) (Middle)
C/O ALPINVEST PARTNERS N.V.
JACHTHAVENWEG 118

(Street)
1081 KJ AMSTERDAM P7

(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)
Director X 10% Owner
Officer (give title below) X Other (specify below)
* See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
09/22/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Ordinary Shares 09/22/2010 S(2) 481,240(2) D $22.92(3) 2,693,910(1) D(1)
Ordinary Shares 09/23/2010 S(5) 393,237(5) D $22.85(6) 2,300,673(4) D(4)
Ordinary Shares 09/24/2010 S(8) 1,649,645(8) D $22.78(9) 651,028(7) D(7)
Ordinary Shares 09/27/2010 S(10) 651,028(10) D $22.68(11) 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
AlpInvest Partners CS Investments 2003 C.V.

(Last) (First) (Middle)
C/O ALPINVEST PARTNERS N.V.
JACHTHAVENWEG 118

(Street)
1081 KJ AMSTERDAM P7

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
* See Remarks
1. Name and Address of Reporting Person*
AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V.

(Last) (First) (Middle)
C/O ALPINVEST PARTNERS N.V.
JACHTHAVENWEG 118

(Street)
1081 KJ AMSTERDAM P7

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
*See Remarks
1. Name and Address of Reporting Person*
AlpInvest Partners Later Stage Co-Investments Custodian II B.V.

(Last) (First) (Middle)
C/O ALPINVEST PARTNERS N.V.
JACHTHAVENWEG 118

(Street)
1081 KJ AMSTERDAM P7

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
*See Remarks
Explanation of Responses:
1. Consists of (i) 2,444,779 Ordinary Shares directly held by AlpInvest Partners CS Investments 2003 C.V. ("AlpInvest 2003"); (ii) 219,210 Ordinary Shares directly held by AlpInvest Partners Later Stage Co-Investments Custodian II B.V. ("AlpInvest II"); and (iii) 29,921 Ordinary Shares directly held by AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V. ("AlpInvest IIA"). AlpInvest Partners 2003 B.V., as general partner of AlpInvest 2003, and AlpInvest Partners N.V., as managing director of each of AlpInvest Partners 2003 B.V., AlpInvest II and AlpInvest IIA, may be deemed to indirectly own the securities held by AlpInvest 2003, AlpInvest II and AlpInvest IIA. Each of AlpInvest Partners 2003 B.V. and AlpInvest Partners N.V. disclaims such indirect beneficial ownership except to the extent of each of their pecuniary interests in such securities.
2. Of the 481,240 shares sold on September 22, 2010, 436,485 shares were sold by AlpInvest 2003; 39,462 shares were sold by AlpInvest II; and 5,293 shares were sold by AlpInvest IIA.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.75 to $23.39. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
4. Consists of (i) 2,088,113 Ordinary Shares directly held by AlpInvest 2003 C.V.; (ii) 186,965 Ordinary Shares directly held by AlpInvest II; and (iii) 25,595 Ordinary Shares directly held by AlpInvest IIA.
5. Of the 393,237 shares sold on September 23, 2010, 356,666 shares were sold by AlpInvest 2003; 32,245 shares were sold by AlpInvest II; and 4,326 shares were sold by AlpInvest IIA.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.75 to $22.99. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
7. Consists of (i) 591,885 Ordinary Shares directly held by AlpInvest 2003 C.V.; (ii) 51,694 Ordinary Shares directly held by AlpInvest II; and (iii) 7,449 Ordinary Shares directly held by AlpInvest IIA.
8. Of the 1,649,645 shares sold on September 24, 2010, 1,496,228 shares were sold by AlpInvest 2003; 135,271 shares were sold by AlpInvest II; and 18,146 shares were sold by AlpInvest IIA.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.54 to $23.10. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
10. Of the 651,028 shares sold on September 27, 2010, 591,885 shares were sold by AlpInvest 2003; 51,694 shares were sold by AlpInvest II; and 7,449 shares were sold by AlpInvest IIA.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.50 to $22.84. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
Remarks:
Remarks: The Reporting Persons are not, together or individually, 10% Owners, but may be deemed to be members of a 13(d) group owning more than 10% of the Issuer's outstanding Ordinary Shares, based upon the Reporting Persons being party to a Shareholders Agreement with respect to the securities of the Issuer.
/s/ Cornelis Frederik de Ru as Senior Legal Counsel of AlpInvest Partners N.V., as managing director of AlpInvest Partners 2003 B.V., as general partner of AlpInvest Partners CS Investments 2003 C.V. 10/28/2010
/s/ Johan Paul de Klerk, as Managing Parnter and CFOO of AlpInvest Partners N.V., as managing director of AlpInvest Partners 2003 B.V., as general partner of AlpInvest Partners CS Investments 2003 C.V. 10/28/2010
/s/ Cornelis Frederik de Ru as Senior Legal Counsel of AlpInvest Partners N.V., as managing director of AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V. 10/28/2010
/s/ Johan Paul de Klerk, as Managing Partner and CFOO of AlpInvest Partners N.V., as managing director of AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V. 10/28/2010
/s/ Cornelis Frederik de Ru as Senior Legal Counsel of AlpInvest Partners N.V., as managing director of AlpInvest Partners Later Stage Co-Investments Custodian II B.V. 10/28/2010
/s/ Johan Paul de Klerk, as Managing Partner and CFOO of AlpInvest Partners N.V., as managing director of AlpInvest Partners Later Stage Co-Investments Custodian II B.V. 10/28/2010
** 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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