0001181431-13-038349.txt : 20130702 0001181431-13-038349.hdr.sgml : 20130702 20130702203815 ACCESSION NUMBER: 0001181431-13-038349 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130628 FILED AS OF DATE: 20130702 DATE AS OF CHANGE: 20130702 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mallinckrodt plc CENTRAL INDEX KEY: 0001567892 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 981088325 FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 675 MCDONNELL BLVD CITY: HAZELWOOD STATE: MO ZIP: 63042 BUSINESS PHONE: 314-654-2000 MAIL ADDRESS: STREET 1: 675 MCDONNELL BLVD CITY: HAZELWOOD STATE: MO ZIP: 63042 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schaefer Kathy A CENTRAL INDEX KEY: 0001578362 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35803 FILM NUMBER: 13950683 MAIL ADDRESS: STREET 1: 675 MCDONNELL BLVD. CITY: HAZELWOOD STATE: MO ZIP: 63042 4 1 rrd385120.xml FORM 4 X0306 4 2013-06-28 0 0001567892 Mallinckrodt plc MNK 0001578362 Schaefer Kathy A C/O MALLINCKRODT PLC 675 JAMES S. MCDONNELL BLVD. HAZELWOOD MO 63042 0 1 0 0 VP, Finance & Corp. Controller Ordinary Shares 2013-06-28 4 A 0 3300 0 A 4029 D Ordinary Shares 2013-07-01 4 A 0 1648 0 A 5677 D Share Options (Right to Buy) 31.23 2013-06-28 4 A 0 2000 0 A 2013-06-28 2017-07-01 Ordinary Shares 2000 2000 D Share Options (Right to Buy) 24.75 2013-06-28 4 A 0 2888 0 A 2013-06-28 2018-11-30 Ordinary Shares 2888 2888 D Share Options (Right to Buy) 34.50 2013-06-28 4 A 0 3328 0 A 2013-06-28 2019-11-30 Ordinary Shares 3328 3328 D Share Options (Right to Buy) 31.12 2013-06-28 4 A 0 5084 0 A 2013-06-28 2020-11-30 Ordinary Shares 5084 5084 D Share Options (Right to Buy) 33.67 2013-06-28 4 A 0 7009 0 A 2013-06-28 2021-11-30 Ordinary Shares 7009 7009 D Share Options (Right to Buy) 41.73 2013-06-28 4 A 0 7520 0 A 2013-12-03 2022-12-02 Ordinary Shares 7520 7520 D Share Options (Right to Buy) 44.00 2013-07-01 4 A 0 4722 0 A 2016-07-01 2023-06-30 Ordinary Shares 4722 4722 D Consists of previously granted Restricted Stock Unit ("RSU") awards converted pursuant to the terms of the Employee Matters Agreement by and between Covidien plc ("Covidien") and Mallinckrodt plc ("Mallinckrodt"), dated as of June 28, 2013 (the "Employee Matters Agreement"), to reflect the separation of the pharmaceuticals business of Covidien (the "Business") on June 28, 2013 from the rest of Covidien by means of the declaration of a dividend in specie of the Business, to be effected by the transfer of the Business from Covidien to Mallinckrodt and the issuance by Mallinckrodt of ordinary shares in its share capital, par value $0.20 per share ("Ordinary Shares"), credited as fully paid directly to Covidien's shareholders (the "Transaction"). Upon vesting, the RSUs convert to Ordinary Shares. The Reporting Person is entitled to receive dividend equivalent units on the RSUs. The RSUs vest on the schedule set forth in the original grant agreement. Includes 729 Ordinary Shares acquired in a pro-rata distribution of Ordinary Shares from Covidien in connection with the Transaction including Ordinary Shares acquired pursuant to Covidien's Employee Stock Purchase Plan ("ESPP") as of June 13, 2013, the date of the latest available statement of the Reporting Person's ESPP holdings. RSUs that vest in equal installments on each of the third and fourth anniversary of the grant date. RSUs are settled in Ordinary Shares upon vesting (July 1, 2016 and July 1, 2017). The Reporting Person is entitled to receive dividend equivalent units in connection with these RSUs. Consists of previously granted employee stock options converted pursuant to the terms of the Employee Matters Agreement to reflect the separation of the pharmaceuticals business of Covidien from the rest of Covidien pursuant to the Transaction. The employee stock options vest and are exercisable on the schedule set forth in the original grant agreement. Generally options vest ratably on the first, second, third, and fourth anniversary of the original grant date and expire on the ten year anniversary date of the original grant date. Options with respect to 1,110 Ordinary Shares vest on December 1, 2013. Options with respect to 2,543 Ordinary Shares vest in equal annual installments on November 30, 2013 and November 30, 2014. Options with respect to 5,257 Ordinary Shares vest in equal annual installments on December 1, 2013, December 1, 2014 and December 1, 2015. Vests in equal annual installments on December 3, 2013, December 3, 2014, December 3, 2015 and December 3, 2016. These employee stock options were granted to the Reporting Person in connection with the Transaction. They vest and become exercisable in equal installments on each of the third and fourth anniversary (July 1, 2016 and July 1, 2017) of the grant date and expire on the ten year anniversary of the grant date. These options become exercisable in equal installments on each of the third and fourth anniversary of the grant date (July 1, 2016 and July 1, 2017). /s/ Miriam R. Singer (By Power of Attorney) 2013-07-02