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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

JANDERNOA MICHAEL J

(Last)

(First)

(Middle)

C/O PERRIGO COMPANY

515 EASTERN AVENUE

(Street)

ALLEGAN

49010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PERRIGO CO [ PRGO ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2013

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)
Common Stock	12/18/2013		D		868	D	⁽¹⁾	0	D
Common Stock	12/18/2013		D		160,279	D	⁽¹⁾	0	I	By Trust⁽²⁾
Common Stock	12/18/2013		D		65,500	D	⁽¹⁾	0	I	Jandernoa 2018 Charitable Remainder Trust
Common Stock	12/18/2013		D		120,552	D	⁽¹⁾	0	I	Jandernoa 2028 Charitable Remainder Trust
Common Stock	12/18/2013		D		83,992	D	⁽¹⁾	0	I	S. Jandernoa Trust.⁽³⁾

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)
Director Stock Option Right to Buy	$59.74	12/18/2013		D			2,224	⁽⁴⁾	11/09/2020	Common Stock	2,224	⁽⁴⁾	0	D
Director Stock Option Right to Buy	$89.42	12/18/2013		D			2,275	⁽⁵⁾	11/03/2021	Common Stock	2,275	⁽⁵⁾	0	D
Director Stock Option Right to Buy	$100.84	12/18/2013		D			2,726	⁽⁶⁾	11/14/2022	Common Stock	2,726	⁽⁶⁾	0	D
Director Stock Option Right to Buy	$39.62	12/18/2013		D			3,053	⁽⁷⁾	11/09/2019	Common Stock	3,053	⁽⁷⁾	0	D
Director Stock Option Right to Buy	$34.45	12/18/2013		D			3,351	⁽⁸⁾	11/13/2018	Common Stock	3,351	⁽⁸⁾	0	D
Director Stock Option Right to Buy	$23.44	12/18/2013		D			4,650	⁽⁹⁾	10/30/2017	Common Stock	4,650	⁽⁹⁾	0	D
Director Stock Option Right to Buy	$16.77	12/18/2013		D			5,814	⁽¹⁰⁾	11/10/2017	Common Stock	5,814	⁽¹⁰⁾	0	D

Explanation of Responses:

1. Represents shares of Perrigo Company ("Perrigo") disposed of pursuant to merger of a wholly-owned subsidiary of Perrigo Company plc ("New Perrigo") with and into Perrigo, with Perrigo surviving the merger as a wholly-owned subsidiary of New Perrigo ("the Merger"), in exchange for cash and ordinary shares of New Perrigo, which was consummated after and conditioned on New Perrigo' s acquisition of Elan Corporation plc, by means of a "scheme of arrangement", an Irish statutory procedure under the Companies Act of 1963. At the effective time of the Merger, each Perrigo common share was cancelled and converted into the right to receive one New Perrigo ordinary share and $0.01 in cash.

2. Michael J. Jandernoa Trust of which Mr. Jandernoa is the Trustee.

3. Susan M. Jandernoa Trust of which Mrs. Jandernoa is the Trustee.

4. This option, which was fully vested at the effective time of the Merger, was assumed by New Perrigo in the Merger and converted into an option to purchase 2,224 ordinary shares of New Perrigo for $59.74 per share with the same terms and conditions as the original Perrigo stock option.

5. This option, which was fully vested at the effective time of the Merger, was assumed by New Perrigo in the Merger and converted into an option to purchase 2,275 ordinary shares of New Perrigo for $89.42 per share with the same terms and conditions as the original Perrigo stock option.

6. This option, which vests on the date of the next Annual Shareholders Meeting in the Fall of 2014, was assumed by New Perrigo in the Merger and converted into an option to purchase 2,726 ordinary shares of New Perrigo for $100.84 per share with the same terms and conditions as the original Perrigo stock option.

7. This option, which was fully vested at the effective time of the Merger, was assumed by New Perrigo in the Merger and converted into an option to purchase 3,053 ordinary shares of New Perrigo for $39.62 per share with the same terms and conditions as the original Perrigo stock option.

8. This option, which was fully vested at the effective time of the Merger, was assumed by New Perrigo in the Merger and converted into an option to purchase 3,351 ordinary shares of New Perrigo for $34.45 per share with the same terms and conditions as the original Perrigo stock option.

9. This option, which was fully vested at the effective time of the Merger, was assumed by New Perrigo in the Merger and converted into an option to purchase 4,650 ordinary shares of New Perrigo for $23.44 per share with the same terms and conditions as the original Perrigo stock option.

10. This option, which was fully vested at the effective time of the Merger, was assumed by New Perrigo in the Merger and converted into an option to purchase 5,814 ordinary shares of New Perrigo for $16.77 per share with the same terms and conditions as the original Perrigo stock option.

	/s/ Penny Bursma attorney-in-fact for Mr. Jandernoa	12/19/2013
	** 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 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).
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.