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^*

Lortie Brian

(Last)

(First)

(Middle)

C/O ENDO INTERNATIONAL PLC

MINERVA HOUSE, SIMMONSCOUT ROAD

(Street)

BALLSBRIDGE, DUBLIN

(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)
	President Branded Pharma

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2016

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	03/02/2016⁽¹⁾		M		5,191⁽²⁾	D	$0.00⁽³⁾	27,876	D
Ordinary Shares	03/02/2016⁽¹⁾		M		7,786	A	$0.00⁽⁴⁾	26,955	D
Ordinary Shares	03/02/2016⁽¹⁾		F		2,451⁽⁵⁾	D	$43.06⁽⁶⁾	24,504	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)

Explanation of Responses:

1. On March 2, 2016, the cumulative 3-year performance period for Mr. Lortie's March 8, 2013 grant of performance shares concluded. At this time, the performance shares were converted into 7,786 ordinary shares. Of this amount, 2,451 ordinary shares were withheld by Endo International plc to satisfy tax obligations on ordinary shares acquired and 5,335 ordinary shares were transferred to Mr. Lortie effective immediately.

2. Represents the target number of shares issuable upon Endo International plc's achievement of shareholder return performance metrics over a cumulative three-year period, as determined by Endo International plc's Board of Directors at the end of such three-year period.

3. These securities were granted to Mr. Lortie in consideration of his services as the President, U.S. Branded Pharmaceuticals of Endo International plc.

4. This represents the automatic conversion of performance shares granted to Mr. Lortie on March 8, 2013 to ordinary shares of Endo International plc pursuant to the terms of the underlying award agreement.

5. These shares represent stock withheld by Endo International plc to satisfy Mr. Lortie's tax withholding obligations on shares acquired upon vesting of performance shares.

6. Represents the value of ordinary shares withheld by Endo International plc to cover Mr. Lortie's tax withholding obligations.

Remarks:

	/s/ Matthew J. Maletta, by power of attorney	03/04/2016
	** 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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