PERRIGO Co plc — Director's Dealing 2018

May 18, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PERRIGO Co plc (PRGO)
CIK: 0001585364
Period of Report: 2018-05-15

Reporting Person: Smith Jeffrey C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-15	Ordinary Shares	P	61313	$75.1942	Acquired	434051	Indirect
2018-05-15	Ordinary Shares	P	12594	$75.2755	Acquired	446645	Indirect
2018-05-15	Ordinary Shares	P	34947	$75.1942	Acquired	244365	Indirect
2018-05-15	Ordinary Shares	P	7178	$75.2755	Acquired	251543	Indirect
2018-05-15	Ordinary Shares	P	8574	$75.1942	Acquired	2009712	Indirect
2018-05-15	Ordinary Shares	P	1761	$75.2755	Acquired	2011473	Indirect
2018-05-15	Ordinary Shares	P	1565	$75.1942	Acquired	367168	Indirect
2018-05-15	Ordinary Shares	P	321	$75.2755	Acquired	367489	Indirect
2018-05-15	Ordinary Shares	P	101001	$75.1942	Acquired	3505673	Indirect
2018-05-15	Ordinary Shares	P	20746	$75.2755	Acquired	3526419	Indirect
2018-05-16	Ordinary Shares	P	4808	$75.8261	Acquired	256351	Indirect
2018-05-16	Ordinary Shares	P	4514	$75.8261	Acquired	2015987	Indirect
2018-05-16	Ordinary Shares	P	824	$75.8261	Acquired	368313	Indirect
2018-05-16	Ordinary Shares	P	89854	$75.8261	Acquired	3616273	Indirect
2018-05-17	Ordinary Shares	P	1596	$75.8929	Acquired	257947	Indirect
2018-05-17	Ordinary Shares	P	2078	$75.8929	Acquired	2018065	Indirect
2018-05-17	Ordinary Shares	P	379	$75.8929	Acquired	368692	Indirect
2018-05-17	Ordinary Shares	P	45947	$75.8929	Acquired	3662220	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-15	Restricted Stock Unit	$	A	3971	Acquired	2019-05-15	Ordinary Shares (3971)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	528	Direct
Ordinary Shares	3287856	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$	2018-06-06	Ordinary Shares (4265)	4265	Direct

Footnotes

F1: Ordinary shares owned directly 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 of the Securities Exchange Act of 1934, as amended ("Section 16"). The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F2: Ordinary shares owned directly 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.

F3: Ordinary shares owned directly by Starboard Value and Opportunity C LP ("Starboard C 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 C 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 directly held by Starboard C 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 owned directly by Starboard Leaders Select III LP ("Starboard Leaders Select III"). 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 Leaders Select III, 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 Leaders Select III 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.