PERRIGO Co plc — Director's Dealing 2018

Jun 8, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PERRIGO Co plc (PRGO)
CIK: 0001585364
Period of Report: 2018-06-06

Reporting Person: Smith Jeffrey C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-06	Ordinary Shares	M	4265	$73.22	Acquired	4793	Direct
2018-06-06	Ordinary Shares	F	2048	$73.22	Disposed	2745	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-06	Restricted Stock Units	$	M	4265	Acquired	2018-06-06	Ordinary Shares (4265.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	3287856	Indirect
Ordinary Shares	368692	Indirect
Ordinary Shares	2018065	Indirect
Ordinary Shares	446645	Indirect
Ordinary Shares	3662220	Indirect
Ordinary Shares	257947	Indirect

Footnotes

F1: Vesting of service-based restricted stock units granted on June 6, 2017.

F2: Ordinary shares directly held by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard V&O Fund for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: Ordinary shares owned directly by Starboard Leaders Select III LP ("Starboard Select III LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Select III LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard Select III LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F4: Ordinary shares owned directly by Starboard Leaders Kilo LLC ("Starboard Kilo LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Kilo LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard Kilo LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F5: Ordinary shares directly held by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F6: Ordinary shares held in certain accounts managed by Starboard Value LP (the "Managed Accounts"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares held in the Managed Accounts for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F7: Each Restricted Stock Unit represents a contingent right to receive one Perrigo Company plc ordinary share.