PERRIGO Co plc — Director's Dealing 2013

Dec 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PERRIGO Co plc (PRGO)
CIK: 0001585364
Period of Report: 2013-12-18

Reporting Person: PAPA JOSEPH C (Director, President and CEO, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-18	Ordinary Shares	A	96655	—	Acquired	96655	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-18	Restricted Stock Units	$0	A	7365	Acquired	2015-08-23	Ordinary Shares (7365)	Direct
2013-12-18	Restricted Stock Units	$0	A	9518	Acquired	2016-08-22	Ordinary Shares (9518)	Direct
2013-12-18	Restricted Stock Units	$0	A	11419	Acquired	2014-08-23	Ordinary Shares (11419)	Direct
2013-12-18	Employee Stock Option Right to Buy	$58.82	A	30183	Acquired	2020-08-19	Ordinary Shares (30183)	Direct
2013-12-18	Employee Stock Option Right to Buy	$119.78	A	44496	Acquired	2023-08-22	Ordinary Shares (44496)	Direct
2013-12-18	Employee Stock Option Right to Buy	$108.62	A	44843	Acquired	2022-08-23	Ordinary Shares (44843)	Direct
2013-12-18	Employee Stock Option Right to Buy	$90.65	A	46293	Acquired	2021-08-23	Ordinary Shares (46293)	Direct

Footnotes

F1: Represents shares of Perrigo Company ("Perrigo") acquired in connection with the merger of a wholly-owned subsidiary of Perrigo Company plc ("New Perrigo") with and into Perrigo Company ("Perrigo"), with Perrigo surviving the merger as a wholly-owned subsidiary of New Perrigo ("the Merger"), in exchange for cash and ordinary shares of New Perrigo, which was consummated after and conditioned on New Perrigo' s acquisition of Elan Corporation plc, by means of a "scheme of arrangement", an Irish statutory procedure under the Companies Act of 1963. At the effective time of the Merger, each Perrigo common share was cancelled and converted into the right to receive one New Perrigo ordinary share and $0.01 in cash.

F2: These restricted stock units, which vest on August 23, 2015, received in the Merger and represent the conversion of 7,365 Perrigo restricted stock units. These New Perrigo restricted stock units have the same terms and conditions as the original Perrigo restricted stock units.

F3: These restricted stock units, which vest on August 23, 2016, received in the Merger and represent the conversion of 9,518 Perrigo restricted stock units. These New Perrigo restricted stock units have the same terms and conditions as the original Perrigo restricted stock units.

F4: These restricted stock units, which vest on August 23, 2014, received in the Merger and represent the conversion of 11,419 Perrigo restricted stock units. These New Perrigo restricted stock units have the same terms and conditions as the original Perrigo restricted stock units.

F5: This option to purchase 30,183 New Perrigo ordinary shares for $58.82 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 30,183 Perrigo common stock shares for $58.82 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.

F6: This option to purchase 44,496 New Perrigo ordinary shares for $119.78 per share, which vests in three equal installments beginning on August 22, 2014, was received in the Merger and represents the conversion of 44,496 Perrigo common stock shares for $119.78 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.

F7: This option to purchase 44,843 New Perrigo ordinary shares for $108.62 per share, which vests in three equal installments beginning on August 23, 2013, was received in the Merger and represents the conversion of 44,843 Perrigo common stock shares for $108.62 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.

F8: This option to purchase 46,293 New Perrigo ordinary shares for $90.65 per share, which vests in three equal installments beginning on August 23, 2012, was received in the Merger and represents the conversion of 46,293 Perrigo common stock shares for $90.65 per share. This New Perrigo stock option has the same terms and conditions as the original Perrigo stock option.