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PERRIGO Co plc Director's Dealing 2013

Dec 20, 2013

31387_dirs_2013-12-20_ea3019f4-54a9-4bd6-91aa-a4e62bffa49b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Kochan Sharon (EVP, GM International)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-12-18 Ordinary Shares A 4636 Acquired 4636 Direct
2013-12-18 Ordinary Shares A 450 Acquired 450 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-12-18 Restricted Stock Units $0 A 967 Acquired 2015-08-23 Ordinary Shares (967) Direct
2013-12-18 Restricted Stock Units $0 A 1324 Acquired 2014-08-23 Ordinary Shares (1324) Direct
2013-12-18 Restricted Stock Units $0 A 1336 Acquired 2016-08-22 Ordinary Shares (1336) Direct
2013-12-18 Employee Stock Option Right to Buy $90.65 A 5367 Acquired 2021-08-23 Ordinary Shares (5367) Direct
2013-12-18 Employee Stock Option Right to Buy $108.62 A 5886 Acquired 2022-08-23 Ordinary Shares (5886) Direct
2013-12-18 Employee Stock Option Right to Buy $119.78 A 6245 Acquired 2023-08-22 Ordinary Shares (6245) 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 967 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, 2014, received in the Merger and represent the conversion of 1,324 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, 2016, received in the Merger and represent the conversion of 1,336 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 5,367 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 5,367 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.

F6: This option to purchase 5,886 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 5,886 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.

F7: This option to purchase 6,245 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 6,245 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.