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
Endo International plc [ ENDP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/29/2014 | ||||||||||||||||||||||||||
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 | ||||||
Ordinary Shares | 05/29/2014 | M | 42,279 | A | $30.55 | 76,842(1) | D | |||
Ordinary Shares | 05/29/2014 | M | 50,000 | A | $24.87 | 126,842(1) | D | |||
Ordinary Shares | 05/29/2014 | M | 40,722 | A | $25.19 | 167,564(1) | D | |||
Ordinary Shares | 05/29/2014 | M | 42,032 | A | $19.93 | 209,596(1) | D | |||
Ordinary Shares | 05/29/2014 | S | 175,033 | D | $72.02(2) | 34,563(1) | D |
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 | ||||||||
2004 Stock Incentive Plan Stock Options (NQ) | $30.55 | 05/29/2014 | M | 42,279 | (3) | 02/21/2017 | Ordinary Shares | 42,279 | $0.00(4) | 0 | D | ||||
2007 Stock Incentive Plan Stock Options (NQ) | $24.87 | 05/29/2014 | M | 50,000 | (5) | 01/25/2018 | Ordinary Shares | 50,000 | $0.00(4) | 0 | D | ||||
2007 Stock Incentive Plan Stock Options (NQ) | $25.19 | 05/29/2014 | M | 40,722 | (6) | 02/21/2018 | Ordinary Shares | 40,722 | $0.00(4) | 0 | D | ||||
2007 Stock Incentive Plan Stock Options (NQ) | $19.93 | 05/29/2014 | M | 42,032 | (7) | 02/26/2019 | Ordinary Shares | 42,032 | $0.00(4) | 42,033 | D |
Explanation of Responses: |
1. On March 10, 2014, in connection with her personal financial planning, Ms. Manogue placed 175,033 of the shares underlying her stock options into a 10b5-1 pre-set selling program (as amended, the "Manogue Pre-Set Selling Program"). The options exercised and the shares sold above were sold pursuant to the Manogue Pre-Set Selling Program, which leaves no remaining shares (underlying options) in the current Manogue Pre-Set Selling Program. |
2. This represents the average price at which Ms. Manogue's ordinary shares were sold on May 29, 2014. |
3. Ms. Manogue's stock options that were granted under the 2004 Stock Incentive Plan on February 21, 2007 were generally exercisable 25% per year on each of February 21, 2008, February 21, 2009, February 21, 2010, and February 21, 2011. |
4. These securities were granted to Ms. Manogue in consideration of her services as the Executive Vice President, Chief Legal Officer and Secretary of Endo Health Solutions Inc. |
5. Ms. Manogue's stock options that were granted under the 2007 Stock Incentive Plan on January 25, 2008 were generally exercisable 50% per year on each of January 25, 2009 and January 25, 2010. |
6. Ms. Manogue's stock options that were granted under the 2007 Stock Incentive Plan on February 21, 2008 were generally exercisable 25% per year on each of February 21, 2009, February 21, 2010, February 21, 2011, and February 21, 2012. |
7. Ms. Manogue's stock options that were granted under the 2007 Stock Incentive Plan on February 26, 2009 were generally exercisable 25% per year on each of February 26, 2010, February 26, 2011, February 26, 2012, and February 26, 2013. |
Remarks: |
/s/ Caroline B. Manogue | 06/02/2014 | |
** 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. |