0001181431-13-038350.txt : 20130702 0001181431-13-038350.hdr.sgml : 20130702 20130702203940 ACCESSION NUMBER: 0001181431-13-038350 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: Harbaugh Matthew K CENTRAL INDEX KEY: 0001578368 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35803 FILM NUMBER: 13950686 MAIL ADDRESS: STREET 1: 675 MCDONNELL BLVD. CITY: HAZELWOOD STATE: MO ZIP: 63042 4 1 rrd385096.xml FORM 4 X0306 4 2013-06-28 0 0001567892 Mallinckrodt plc MNK 0001578368 Harbaugh Matthew K C/O MALLINCKRODT PLC 675 JAMES S. MCDONNELL BLVD. HAZELWOOD MO 63042 0 1 0 0 SVP&Chief Financial Officer Ordinary Shares 2013-06-28 4 A 0 12322 0 A 13314 D Ordinary Shares 2013-07-01 4 A 0 8750 0 A 22064 D Share Options (Right to Buy) 34.50 2013-06-28 4 A 0 3166 0 A 2013-12-01 2019-11-30 Ordinary Shares 3166 3166 D Share Options (Right to Buy) 31.12 2013-06-28 4 A 0 14951 0 A 2013-06-28 2020-11-30 Ordinary Shares 14951 14951 D Share Options (Right to Buy) 33.67 2013-06-28 4 A 0 42162 0 A 2013-06-28 2021-11-30 Ordinary Shares 42162 42162 D Share Options (Right to Buy) 37.85 2013-06-28 4 A 0 6912 0 A 2013-06-28 2022-01-31 Ordinary Shares 6912 6912 D Share Options (Right to Buy) 41.73 2013-06-28 4 A 0 15958 0 A 2013-12-03 2022-12-02 Ordinary Shares 15958 15958 D Share Options (Right to Buy) 44.00 2013-07-01 4 A 0 25072 0 A 2016-07-01 2023-06-30 Ordinary Shares 25072 25072 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 capi-tal, 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 enti-tled to receive dividend equivalent units on the RSUs. The RSUs vest on the schedule set forth in the original grant agreement. Includes 992 Ordinary Shares acquired in a pro-rata distribution of Ordinary Shares from Covidien in connection with the Transaction. 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 3,166 Ordinary Shares vest on December 1, 2013. Options with respect to 7,477 Ordinary Shares vest in equal annual installments on each of December 1, 2013 and December 1, 2014. Options with respect to 31,623 Ordinary Shares vest in equal annual installments on each of December 1, 2013, December 1, 2014, and December 1, 2015. Options with respect to 5,186 Ordinary Shares vest in equal annual installments on each of February 1, 2014, February 1, 2015, and February 1, 2016. Vests in equal annual installments on each of 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