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^*

Gilligan Claire A

(Last)

(First)

(Middle)

C/O WARNER CHILCOTT CORPORATION

100 ENTERPRISE DRIVE

(Street)

ROCKAWAY

07866

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior V.P., Quality

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2013

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)
Ordinary shares, par value $0.01 per share	09/30/2013		D		15,470	D	⁽¹⁾	62,162	D
Ordinary shares, par value $0.01 per share	10/01/2013		D		62,162	D	⁽²⁾	0	D
Ordinary shares, par value $0.01 per share	10/01/2013		D		28,049	D	⁽²⁾	0	I	By Husband

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)
Performance Restricted Share Units	⁽³⁾	09/30/2013		D			15,020	⁽³⁾	⁽³⁾	Ordinary shares, par value $0.01 per share	15,020	⁽³⁾	0	D
Option to purchase ordinary shares par value $0.01 per share	$3.73	09/30/2013		D			10,000	⁽⁴⁾⁽¹²⁾	09/20/2016	Ordinary shares, par value $0.01 per share	10,000	⁽¹²⁾	0	D
Option to purchase ordinary shares par value $0.01 per share	$6.37	09/30/2013		D			10,590	⁽⁵⁾⁽¹²⁾	01/09/2018	Ordinary shares, par value $0.01 per share	10,590	⁽¹²⁾	0	D
Option to purchase ordinary shares par value $0.01 per share	$2.02	09/30/2013		D			19,020	⁽⁶⁾⁽¹²⁾	01/19/2019	Ordinary shares, par value $0.01 per share	19,020	⁽¹²⁾	0	D
Option to purchase ordinary shares par value $0.01 per share	$16.06	09/30/2013		D			9,080	⁽⁷⁾⁽¹²⁾	01/28/2020	Ordinary shares, par value $0.01 per share	9,080	⁽¹²⁾	0	D
Option to purchase ordinary shares par value $0.01 per share	$18.92	09/30/2013		D			5,330	⁽⁸⁾⁽¹²⁾	09/29/2020	Ordinary shares, par value $0.01 per share	5,330	⁽¹²⁾	0	D
Option to purchase ordinary shares par value $0.01 per share	$21.49	09/30/2013		D			19,100	⁽⁹⁾⁽¹²⁾	02/16/2021	Ordinary shares, par value $0.01 per share	19,100	⁽¹²⁾	0	D
Option to purchase ordinary shares par value $0.01 per share	$13.35	09/30/2013		D			26,050	⁽¹⁰⁾⁽¹²⁾	01/30/2022	Ordinary shares, par value $0.01 per share	26,050	⁽¹²⁾	0	D
Option to purchase ordinary shares par value $0.01 per share	$14.31	09/30/2013		D			53,050	⁽¹¹⁾⁽¹²⁾	02/12/2023	Ordinary shares, par value $0.01 per share	53,050	⁽¹²⁾	0	D

Explanation of Responses:

1. Pursuant to the terms of the Transaction Agreement, dated as of May 19, 2013 (the "Transaction Agreement"), by and between Warner Chilcott plc ("Warner Chilcott"), Actavis, Inc., Actavis Limited ("New Actavis"), Actavis Ireland Holding Limited, Actavis W.C. Holding LLC and Actavis W.C. Holding 2 LLC, immediately prior to the effective time of the scheme (the "effective time"), each award of Warner Chilcott time-based restricted share units granted to the reporting person under the Warner Chilcott Equity Incentive Plan (the "Plan") became fully vested and was cancelled and converted into the right to receive at the effective time 0.160 of a New Actavis ordinary share for each Warner Chilcott ordinary share subject to the award immediately prior to the effective time, net of applicable tax withholdings. The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10.

2. Pursuant to the terms of the Transaction Agreement, immediately prior to the effective time, each award of Warner Chilcott time- and performance-based restricted ordinary shares granted to the reporting person under the Plan became fully vested (at 100% of target for performance-based restricted ordinary shares) and, at the effective time, each Warner Chilcott ordinary share owned by the reporting person immediately prior to the effective time (including vested Warner Chilcott time- and performance-based restricted ordinary shares) was exchanged for 0.160 of a New Actavis ordinary share, net of applicable tax withholdings, if any. The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10.

3. Pursuant to the terms of the Transaction Agreement, immediately prior to the effective time, each award of Warner Chilcott performance-based restricted share units granted to the reporting person under the Plan was fully vested at 100% of target and was cancelled and converted into the right to receive at the effective time 0.160 of a New Actavis ordinary share for each Warner Chilcott ordinary share subject to the award immediately prior to the effective time, net of applicable tax withholdings. The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10.

4. The option to purchase Warner Chilcott ordinary shares was fully vested on September 21, 2010.

5. The option to purchase Warner Chilcott ordinary shares was fully vested on January 10, 2012.

6. The option to purchase Warner Chilcott ordinary shares was fully vested on January 20, 2013.

7. The option to purchase Warner Chilcott ordinary shares vested or was scheduled to vest in four equal annual installments beginning on January 29, 2011.

8. The option to purchase Warner Chilcott ordinary shares vested or was scheduled to vest in four equal annual installments beginning on September 30, 2011.

9. The option to purchase Warner Chilcott ordinary shares vested or was scheduled to vest in four equal annual installments beginning on February 17, 2012.

10. The option to purchase Warner Chilcott ordinary shares vested or was scheduled to vest in four equal annual installments beginning on January 31, 2013.

11. The option to purchase Warner Chilcott ordinary shares was scheduled to vest in four equal annual installments beginning on February 13, 2014.

12. Pursuant to the terms of the Transaction Agreement, immediately prior to the effective time, each option to purchase Warner Chilcott ordinary shares granted to the reporting person under the Plan, to the extent unexercised (whether or not vested), became fully vested and exercisable and was cancelled and converted into the right to receive at the effective time 0.160 of a New Actavis ordinary share for each net Warner Chilcott ordinary share subject to such option immediately prior to the effective time (calculated as the number of Warner Chilcott ordinary shares equal to the spread value (the difference between the exercise price and the applicable value at the time of conversion) with respect to such option, net of applicable tax withholdings). The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10.

Remarks:

	/s/ Claire A. Gilligan	10/01/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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