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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2004 Stock Incentive Plan Stock Options (NQ) (10) | $ 30.55 | 02/28/2014 | D | 42,279 | (10) | 02/21/2017 | Common Stock | 42,279 | (10) | 0 | D | ||||
| 2007 Stock Incentive Plan Stock Options (NQ) (11) | $ 24.87 | 02/28/2014 | D | 50,000 | (11) | 01/25/2018 | Common Stock | 50,000 | (11) | 0 | D | ||||
| 2007 Stock Incentive Plan Stock Options (NQ) (12) | $ 25.19 | 02/28/2014 | D | 40,722 | (12) | 02/21/2018 | Common Stock | 40,722 | (12) | 0 | D | ||||
| 2007 Stock Incentive Plan Stock Options (NQ) (13) | $ 19.93 | 02/28/2014 | D | 84,065 | (13) | 02/26/2019 | Common Stock | 84,065 | (13) | 0 | D | ||||
| 2004 Stock Incentive Plan Stock Options (NQ) (14) | $ 20.61 | 02/28/2014 | D | 36,932 | (14) | 02/19/2020 | Common Stock | 36,932 | (14) | 0 | D | ||||
| 2010 Stock Incentive Plan Stock Options (NQ) (15) | $ 33.98 | 02/28/2014 | D | 36,609 | (15) | 02/23/2021 | Common Stock | 36,609 | (15) | 0 | D | ||||
| 2010 Stock Incentive Plan Stock Options (NQ) (16) | $ 34.7 | 02/28/2014 | D | 42,694 | (16) | 02/22/2022 | Common Stock | 42,694 | (16) | 0 | D | ||||
| 2010 Stock Incentive Plan Stock Options (NQ) (17) | $ 30.8 | 02/28/2014 | D | 26,221 | (17) | 02/27/2023 | Common Stock | 26,221 | (17) | 0 | D | ||||
| 2010 Stock Incentive Plan Stock Options (NQ) (18) | $ 79.33 | 02/28/2014 | D | 17,818 | (18) | 02/26/2024 | Common Stock | 17,818 | (18) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MANOGUE CAROLINE B C/O ENDO HEALTH SOLUTIONS INC. 1400 ATWATER DRIVE MALVERN, PA 19355 |
Exec. V.P., CLO & Secy | |||
| /s/ Caroline B. Manogue | 03/03/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On February 28, 2014, Endo Health Solutions, Inc. ("Endo") and Paladin Laboratories Inc. ("Paladin") consummated a transaction under an arrangement agreement pursuant to which each of Endo and Paladin was acquired by a new Irish holding company, Endo International plc ("New Endo"). Under the terms of the arrangement agreement (a) New Endo acquired Paladin pursuant to a plan of arrangement under Canadian law and (b) a newly formed subsidiary of New Endo merged with and into Endo, with Endo as the surviving corporation in the merger (the "Merger") and an indirect wholly owned subsidiary of New Endo. At the effective time of the Merger, each Endo common share was cancelled and converted into the right to receive one New Endo ordinary share. The number here represents shares of Endo disposed of pursuant to the Merger. |
| (2) | These restricted stock units granted on February 23, 2011 under the 2010 Stock Incentive Plan, of which 8,799 are vested as of February 28, 2014 with the unvested portion generally vesting 25% annually at each remaining grant date anniversary through February 23, 2015, were assumed by New Endo in the Merger and converted into New Endo restricted stock units with the same terms and conditions as the original Endo restricted stock units. |
| (3) | These restricted stock units granted on February 22, 2012 under the 2010 Stock Incentive Plan, of which 6,484 are vested as of February 28, 2014 with the unvested portion generally vesting 25% annually at each remaining grant date anniversary through February 22, 2016, were assumed by New Endo in the Merger and converted into New Endo restricted stock units with the same terms and conditions as the original Endo restricted stock units. |
| (4) | These restricted stock units granted on February 27, 2013 under the 2010 Stock Incentive Plan, of which 1,979 are vested as of February 28, 2014 with the unvested portion generally vesting 25% annually at each remaining grant date anniversary through February 27, 2017, were assumed by New Endo in the Merger and converted into New Endo restricted stock units with the same terms and conditions as the original Endo restricted stock units. |
| (5) | These restricted stock units granted on February 26, 2014 under the 2010 Stock Incentive Plan, of which none are vested as of February 28, 2014 with the unvested portion generally vesting 25% annually at each future grant date anniversary through February 26, 2018, were assumed by New Endo in the Merger and converted into New Endo restricted stock units with the same terms and conditions as the original Endo restricted stock units. |
| (6) | These performance share units granted on February 22, 2012 under the 2010 Stock Incentive Plan were assumed by New Endo in the Merger and converted into New Endo performance share units with the same terms and conditions as the original Endo performance share units. These performance shares vest on December 31, 2014 upon the Company achieving certain financial targets over the period beginning on January 1, 2012 and ending on December 31, 2014. The amount of performance share units included in this line represents the target quantity of shares issuable. The exact number of shares issuable, between 0% and 200% of the target shares, will be based on achievement, as determined by the Compensation Committee of the Board of Directors of Endo, of the specified performance targets over the cumulative 3-year period set forth above. |
| (7) | These performance share units granted on March 8, 2013 under the 2010 Stock Incentive Plan were assumed by New Endo in the Merger and converted into New Endo performance share units with the same terms and conditions as the original Endo performance share units. These performance shares vest on March 1, 2016 upon the Company achieving certain shareholder return targets over the period beginning on January 1, 2013 and ending on December 31, 2015. The amount of performance share units included in this line represents the target quantity of shares issuable. The exact number of shares issuable, between 0% and 300% of the target shares, will be based on achievement, as determined by the Compensation Committee of the Board of Directors of Endo, of the specified shareholder return targets over the cumulative 3-year period set forth above. |
| (8) | These performance share units granted on July 1, 2013 under the 2010 Stock Incentive Plan were assumed by New Endo in the Merger and converted into New Endo performance share units with the same terms and conditions as the original Endo performance share units. These performance shares vest on July 1, 2016 upon the Company achieving certain financial targets over the period beginning on July 1, 2013 and ending on July 1, 2016. The amount of performance share units included in this line represents the target quantity of shares issuable. The exact number of shares issuable, between 0% and 300% of the target shares, will be based on achievement, as determined by the Compensation Committee of the Board of Directors of Endo, of the specified performance targets over the cumulative 3-year period set forth above. |
| (9) | These performance share units granted on February 26, 2014 under the 2010 Stock Incentive Plan were assumed by New Endo in the Merger and converted into New Endo performance share units with the same terms and conditions as the original Endo performance share units. These performance shares vest on February 26, 2017 upon the Company achieving certain shareholder return targets over the period beginning on February 26, 2014 and ending on February 26, 2017. The amount of performance share units included in this line represents the target quantity of shares issuable. The exact number of shares issuable, between 0% and 300% of the target shares, will be based on achievement, as determined by the Compensation Committee of the Board of Directors of Endo, of the specified shareholder return targets over the cumulative 3-year period set forth above. |
| (10) | These non-qualified stock options granted on February 21, 2007 under the 2004 Stock Incentive Plan, which are fully vested as of February 28, 2014, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options. |
| (11) | These non-qualified stock options granted on January 25, 2008 under the 2007 Stock Incentive Plan, which are fully vested as of February 28, 2014, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options. |
| (12) | These non-qualified stock options granted on February 21, 2008 under the 2007 Stock Incentive Plan, which are fully vested as of February 28, 2014, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options. |
| (13) | These non-qualified stock options granted on February 26, 2009 under the 2007 Stock Incentive Plan, which are fully vested as of February 28, 2014, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options. |
| (14) | These non-qualified stock options granted on February 19, 2010 under the 2004 Stock Incentive Plan, which are fully vested as of February 28, 2014, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options. |
| (15) | These non-qualified stock options granted on February 23, 2011 under the 2010 Stock Incentive Plan, of which 27,457 are vested as of February 28, 2014 with the unvested portion generally vesting 25% per year on each remaining grant date anniversary through February 23, 2015, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options. |
| (16) | These non-qualified stock options granted on February 22, 2012 under the 2010 Stock Incentive Plan, of which 21,348 are vested as of February 28, 2014 with the unvested portion generally vesting 25% per year on each remaining grant date anniversary through February 22, 2016, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options. |
| (17) | These non-qualified stock options granted on February 27, 2013 under the 2010 Stock Incentive Plan, of which 6,556 are vested as of February 28, 2014 with the unvested portion generally vesting 25% per year on each remaining grant date anniversary through February 27, 2017, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options. |
| (18) | These non-qualified stock options granted on February 26, 2014 under the 2010 Stock Incentive Plan, of which none are vested as of February 28, 2014 with the unvested portion generally vesting 25% per year on each grant date anniversary through February 26, 2018, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options. |