SEC Form 4
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*
Furey Raymond J.

(Last) (First) (Middle)
675 MCDONNELL BLVD.

(Street)
HAZELWOOD MO 63042

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Mallinckrodt plc [ MNK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP & Chief Compliance Ofcr
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/18/2014
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 08/15/2014 08/15/2014 F 2,341(1) D $69.61 27,129(1) D
Ordinary Shares 08/14/2014 08/14/2014 A 5,986(2) D (2) 33,115(2) D
Ordinary Shares 08/15/2014 08/15/2014 F 2,689(3) D $69.61 30,426(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Explanation of Responses:
1. This amendment is being filed to correct the following errors and omissions in the August 18, 2014 Form 4 of the reporting person. The sole change reflected in this revised line item is the price at which Mallinckrodt plc ("Mallinckrodt") ordinary shares were withheld for payment of tax liabilities as reported on the re-porting person's Form 4 filed on August 18, 2014. The previously reported price was $71.66. The correct price is $69.61. The total amount of ordinary shares beneficially owned by the reporting person as reported in column 5 is equal to the number of ordinary shares beneficially owned by the reporting person as re-ported on the reporting person's subsequent Form 4 filed on September 3, 2014.
2. This new line item reflects the acquisition of an additional 5,986 ordinary shares of Mallinckrodt by the reporting person in connection with the conversion of his vested Questcor Pharmaceuticals, Inc. ("Questcor") stock options as a result of the acquisition of Questcor by Mallinckrodt plc ("Mallinckrodt") on August 14, 2014 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"). Such shares were inadvertently omitted from the reporting person's Form 4 filed on August 18, 2014. In connection with the Merger, each vested Questcor stock option held by Questcor executive officers (including the reporting person) converted into the right to receive (a) $30.00 in cash and (b) 0.897 of an ordinary share of Mallinckrodt with respect to each share of Questcor common stock subject to such option immediately prior to the effective time of the Merger, net of the applicable exercise price.
3. In connection with the acquisition of Mallinckrodt ordinary shares described in footnote 2 above, 2,689 ordinary shares were withheld for the payment of the exercise price and tax liabilities in connection with the conversion of the reporting person's vested Questcor stock options.
Remarks:
/s/Miriam Rogers Singer, Attorney-in-Fact 09/08/2014
** 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.
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