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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/30/2013 |
3. Issuer Name and Ticker or Trading Symbol
Warner Chilcott plc [ WCRX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
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). | ||
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. |