0001209191-14-053216.txt : 20140818 0001209191-14-053216.hdr.sgml : 20140818 20140818212942 ACCESSION NUMBER: 0001209191-14-053216 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140814 FILED AS OF DATE: 20140818 DATE AS OF CHANGE: 20140818 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: DAMASTOWN STREET 2: MULHUDDART CITY: DUBLIN STATE: L2 ZIP: 15 BUSINESS PHONE: 353 1 8808180 MAIL ADDRESS: STREET 1: DAMASTOWN STREET 2: MULHUDDART CITY: DUBLIN STATE: L2 ZIP: 15 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAILEY DON M CENTRAL INDEX KEY: 0001223697 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35803 FILM NUMBER: 141050457 MAIL ADDRESS: STREET 1: 1300 N. KELLOGG DRIVE STREET 2: SUITE D CITY: ANAHEIM STATE: CA ZIP: 92607 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-08-14 0 0001567892 Mallinckrodt plc MNK 0001223697 BAILEY DON M C/O MALLINCKRODT PLC 675 JAMES S. MCDONNELL BLVD. HAZELWOOD MO 63042 1 0 0 0 Ordinary shares, $0.20 par value 2014-08-14 2014-08-14 4 A 0 88803 A 88803 I Held by the Bailey 1995 Family Trust Restricted shares 2014-08-14 2014-08-14 4 A 0 155292 A 244095 D Ordinary shares, $0.20 par value 2014-08-14 2014-08-14 4 A 0 47541 A 291636 D Ordinary shares, $0.20 par value 2014-08-15 2014-08-15 4 F 0 100741 71.66 D 190895 D Stock Option (Right to Buy) 10.72 2014-08-14 4 A 0 33892 A 2021-02-15 Ordinary shares 33892 33892 D Stock Option (Right to Buy) 26.94 2014-08-14 4 A 0 131417 A 2022-02-14 Ordinary shares 131417 131417 D Restricted Stock Units 0.00 2014-08-14 4 A 0 1893 A Ordinary shares 1893 1893 D On August 14, 2014, Mallinckrodt plc ("Mallinckrodt") acquired Questcor Pharmaceuticals, Inc. ("Questcor") pursuant to the Agreement and Plan of Merger, dated as of April 5, 2014, by and among Mallinckrodt, Questcor and Quincy Merger Sub, Inc. (the "Merger"). In connection with the Merger, immediately prior to the effective time of the Merger (the "Effective Time"), each share of Questcor common stock (except for certain shares defined in the Merger Agreement) converted into the right to receive, without interest, (a) $30.00 in cash and (b) 0.897 of an ordinary share of Mallinckrodt, in exchange for such share of Questcor common stock ("Merger Consideration"). Pursuant to terms of the Merger Agreement, at the Effective Time, each outstanding Questcor restricted share award (other than any such award subject to performance-based vesting conditions) held by Questcor executive officers converted into a number of restricted Mallinckrodt ordinary shares determined by multiplying the applicable number of restricted shares of Questcor common stock by the Exchange Ratio (as defined in the Merger Agreement). Pursuant to terms of the Merger Agreement, at the Effective Time, each outstanding Questcor restricted share award held by a Questcor executive that is subject to performance-based vesting conditions was cancelled and converted into the right to receive Merger Consideration in respect of each share of Questcor common stock underlying the Questcor restricted share award. Pursuant to terms of the Merger Agreement, at the Effective Time, each vested Questcor stock option held by Questcor executive officers converted into the right to receive the Merger Consideration with respect to each share of Questcor common stock subject to such option immediately prior to the Effective Time, net of the applicable exercise price, while each unvested Questcor stock option held by Questcor executive officers converted into an option to acquire, on the same terms and conditions as were applicable to such option immediately prior to the Effective Time, a number of Mallinckrodt ordinary shares determined by multiplying the number of shares of Questcor common stock subject to such option immediately prior to the Effective Time by the Exchange Ratio, at an exercise price per share of Mallinckrodt ordinary shares (Continued in footnote 5) (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of Questcor common stock of such Questcor stock option by (y) the Exchange Ratio. The stock option is exercisable as it vests - 25% of the shares subject to the stock option vested on the first anniversary of the grant date, while the remaining 75% of the shares vested or will vest in equal monthly installments over the following 36 months, so that all of the shares become fully vested on the fourth anniversary of the grant date of February 16, 2011. The stock option is exercisable as it vests - 25% of the shares subject to the stock option vested on the first anniversary of the grant date, while the remaining 75% of the shares vested or will vest in equal monthly installments over the following 36 months, so that all of the shares become fully vested on the fourth anniversary of the grant date of February 15, 2012. These restricted stock units ("RSUs") were granted to the reporting person in connection with his appointment to the Mallinckrodt board of directors on August 14, 2014. These RSUs vest in their entirety as of the date of Mallinckrodt's 2015 annual general meeting of shareholders and settle in Mallinckrodt ordinary shares upon vesting. /s/ Miriam R. Singer (By Power of Attorney) 2014-08-18