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^*

Upadhyay Suketu

(Last)

(First)

(Middle)

C/O ENDO INTERNATIONAL PLC

MINERVA HOUSE, SIMMONSCOURT ROAD

(Street)

BALLSBRIDGE, DUBLIN 4

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Endo International plc [ ENDP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2015

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)
2010 Stock Incentive Plan Performance Shares⁽¹⁾	02/24/2015		A		17,595⁽²⁾	A	⁽³⁾	46,860⁽⁴⁾	D
2010 Stock Incentive Plan Restricted Stock Units (RSU)⁽⁵⁾	02/24/2015		A		8,797	A	⁽³⁾	24,148	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)
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)
2010 Stock Incentive Plan Stock Options (NQ)⁽⁶⁾	$85.25	02/24/2015		A		32,470		⁽⁷⁾	02/24/2022	Ordinary Shares	32,470	$0.00⁽³⁾	32,470	D

Explanation of Responses:

1. The performance shares vest upon the Company achieving certain shareholder return targets over a cumulative 3-year period.

2. Represents target quantity of shares issuable. The exact number of shares issuable will be determined on achievement of certain shareholder return targets over a cumulative 3-year period, as determined by the Board of Directors of Endo International plc. The executive can earn between 0% and 300% of the target shares.

3. These securities were granted to Mr. Upadhyay in consideration of his services as the Executive Vice President and Chief Financial Officer of Endo International plc.

4. Represents the cumulative target quantity of shares issuable with respect to all 2010 Stock Incentive Plan performance shares outstanding. The cumulative total is the combination of the target payouts for the current grant and all past grants made under the 2010 Stock Incentive Plan and still outstanding, which are subject to a range of payouts depending on the achievement of certain performance metrics as described herein for the current grants and as previously disclosed for all other performance share grants.

5. Upon each vesting date, each vested restricted stock unit automatically converts into one (1) ordinary share of Endo International plc. These restricted stock units (RSUs) are generally exercisable 25% per year on each of February 24, 2016, February 24, 2017, February 24, 2018 and February 24, 2019. Upon vesting, we consider the underlying RSUs to be expired.

6. Representing the right to buy ordinary shares, par value $0.0001 per share, of Endo International plc.

7. These stock options are generally exercisable 25% per year on each of February 24, 2016, February 24, 2017, February 24, 2018 and February 24, 2019.

Remarks:

	/s/ Caroline B. Manogue, by power of attorney	02/26/2015
	** 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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