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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PERRIGO CO [ PRGO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/11/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/11/2005 | X(1) | 28,280 | D | $0 | 5,888,677 | I | Michael Jandernoa Trust(2) | ||
Common Stock | 07/11/2005 | X(1) | 28,280 | D | $0 | 5,860,397 | I | Michael Jandernoa Trust(2) | ||
Common Stock | 07/11/2005 | X(3) | 654,551 | D | $0 | 5,205,846 | I | Michael Jandernoa Trust(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Variable Prepaid Stk Purchase Agmt(Right & Oblig to sell) | (1) | 07/11/2005(1) | X(1) | 33,069 | (1) | (1) | Common Stock | 33,069 | (1) | 0 | I | Michael Jandernoa Trust(2) | |||
Var Prepaid Stk Purchase Agmt(Right & Oblig to Sell) | (1) | 07/11/2005(1) | X(1) | 33,108 | (1) | (1) | Common Stock | 33,108 | (1) | 0 | I | Michael Jandernoa Trust(2) | |||
Variable Prepaid Sk Purchase Agmt(Right & Oblig to Sell) | (3) | 07/11/2005(3) | X(3) | 716,767 | (3) | (3) | Common Stock | 716,767 | (1) | 0 | I | Michael Jandernoa Trust(2) |
Explanation of Responses: |
1. On 6/18/02 the reporting person, solely in his capacity of the Michael J.Jandernoa Trust ("Trust") entered into a Variable Prepaid Stock Purchase Agreement ("Agreement") relating to 66177 shares in 2 tranches of 33069 (Tranche No. 1)& 33108 (Tranche No. 2). The Trust's obligation to deliver shares pursuant to the Agreement was secured by a pledge of the covered shares. On settlement date, in accordance with a formula in the Agreement, the counterparty to Agreement took delivery of 28280 pledged shares from TR 1 & 28280 pledged shares from TR 2. The Trust retained the remaining 4789 shares from TR 1 and 4828 shares from TR 2, all of which shares are now free of the pledge. The formula used to determine the shares received by the counterparty was based on the closing price of Perrigo common stock on each of the 15 trading days preceding & including maturity date, which ranged from $13.65 to $14.79. |
2. Michael J. Jandernoa Trust of which the reporting person is the Trustee. |
3. On November 20, 2002, the reporting person, solely in his capacity of the Michael J. Jandernoa Trust ("Trust") entered into a Variable Prepaid Stock Purchase Agreement ("Agreement") relating to 716767 shares. The Trust's obligation to deliver shares pursuant to the Agreement was secured by a pledge of the covered shares. On the settlement date, in accordance with a formula in the Agreement, the counterparty to the Agreement took delivery of 654551 pledged shares. The Trust retained the remaining 62216 shares, which shares are now free of the pledge. The formula used to determine the shares received by the counterparty was based on the closing price of Perrigo common stock on each of the 15 trading days preceding and including the maturity date, which ranged from $13.65 to $14.79. |
Michael J. Jandernoa | 07/13/2005 | |
** 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. |