0001209191-14-069686.txt : 20141118
0001209191-14-069686.hdr.sgml : 20141118
20141118165557
ACCESSION NUMBER: 0001209191-14-069686
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20141114
FILED AS OF DATE: 20141118
DATE AS OF CHANGE: 20141118
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Endo International plc
CENTRAL INDEX KEY: 0001593034
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: L2
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: MINERVA HOUSE, SIMMONSCOURT ROAD
STREET 2: BALLSBRIDGE
CITY: DUBLIN 4
STATE: L2
ZIP: 00000
BUSINESS PHONE: 353-1-268-2000
MAIL ADDRESS:
STREET 1: MINERVA HOUSE, SIMMONSCOURT ROAD
STREET 2: BALLSBRIDGE
CITY: DUBLIN 4
STATE: L2
ZIP: 00000
FORMER COMPANY:
FORMER CONFORMED NAME: Endo International Ltd
DATE OF NAME CHANGE: 20131203
FORMER COMPANY:
FORMER CONFORMED NAME: Sportwell Ltd
DATE OF NAME CHANGE: 20131126
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Upadhyay Suketu
CENTRAL INDEX KEY: 0001533149
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36326
FILM NUMBER: 141232528
MAIL ADDRESS:
STREET 1: MINERVA HOUSE, SIMMONSCOURT ROAD
STREET 2: BALLSBRIDGE
CITY: DUBLIN 4
STATE: L2
ZIP: 00000
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-11-14
0
0001593034
Endo International plc
ENDP
0001533149
Upadhyay Suketu
C/O ENDO INTERNATIONAL PLC
MINERVA HOUSE, SIMMONSCOURT ROAD
BALLSBRIDGE, DUBLIN 4
L2
0
IRELAND
0
1
0
0
EVP, Chief Financial Officer
Ordinary Shares
2014-11-14
4
P
0
3700
66.94
A
7222
D
2010 Stock Incentive Plan Performance Shares
2014-11-14
4
A
0
3700
A
29265
D
This represents the average price per share of ordinary shares that Mr. Upadhyay bought on the open market on November 14, 2014.
The performance shares vest upon the Company achieving certain shareholder return targets over a cumulative 3-year period.
Represents the target number of shares issuable upon achievement of a certain shareholder return target over a cumulative 3-year period, as determined by the Registrant's Board of Directors at the end of such three-year period. The ultimate number of shares issued may be the target number or zero, depending on the Registrant's attainment of the shareholder return target over the period.
Pursuant to the Endo International plc Matched Performance Share Unit Program, the Registrant matched Mr. Upadhyay's open market purchases of ordinary shares, subject to certain limitations, which occurred on November 14, 2014, as reported above. 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.
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 grant and as previously disclosed for all other performance share grants.
/s/ Caroline B. Manogue, by Power of Attorney
2014-11-18
EX-24.4_546013
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these present that the undersigned hereby makes, constitutes and
appoints Caroline B. Manogue, Daniel A. Rudio, Richard Casten and Justin Dailey
as the undersigned's true and lawful attorneys-in-fact, with full power and
authority as hereinafter described on behalf of and in the name, place and stead
of each of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including
any amendments thereto) with respect to the securities of Endo International
plc, an Irish public limited company (the "Company"), with the United States
Securities and Exchange Commission, any national securities exchanges and the
Company, as considered necessary or advisable under Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the "Exchange Act");
(2) seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such
information to the undersigned and approves and ratifies any such release of
information; and
(3) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney will be in such form and will
contain such information and disclosure as such attorney-in-fact, in his or her
discretion, deems necessary or desirable;
(3) neither the Company nor such attorney-in-fact assumes (i) any liability for
the undersigned's responsibility to comply with the requirement of the Exchange
Act, (ii) any liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and
(4) this Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under the Exchange Act,
including without limitation the reporting requirements under Section 16 of the
Exchange Act.
The undersigned hereby gives and grants the foregoing attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, hereby ratifying all that such attorney-in-fact of, for and on
behalf of the undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney.
This Power of Attorney shall remain in full force and effect with respect to
each undersigned until revoked by such undersigned in a signed writing delivered
to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 15th day of April 2014.
SIGNATURE TITLE
/S/ SUKETU P. UPADHYAY Executive Vice President and Chief Financial
Officer
Suketu P. Upadhyay
STATE OF PENNSYLVANIA:
COUNTY OF CHESTER:
On this 15th day of April 2014, the above-named individual personally appeared
before me, and acknowledged that he executed the foregoing instrument for the
purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/ Susan E. Dear
Notary Public
COMMONWEALTH OF PENNSYLVANIA
NOTARIAL SEAL
SUSAN E. DEAR, Notary Public
Bethel Twp., Delaware County
My Commission Expires January 8, 2017