Statement of Changes in Beneficial Ownership (4)
February 25 2020 - 04:45PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Coleman Blaise |
2. Issuer Name and Ticker or Trading Symbol
Endo International plc
[
ENDP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Chief Financial Officer |
(Last)
(First)
(Middle)
C/O ENDO INTERNATIONAL PLC, FIRST FL, MINERVA HOUSE, SIMMONSCOURT RD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/21/2020 |
(Street)
BALLSBRIDGE, DUBLIN, L2
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares | 2/21/2020 (1) | | F | | 3121 (2) | D | $6.19 (3) | 118059 | D | |
Ordinary Shares | 2/23/2020 (4) | | F | | 105 (2) | D | $6.19 (5) | 118329 | D | |
Stock Incentive Plan Performance Share Units | 2/25/2020 (6) | | M | | 33169 (7) | D | $0 (8) | 144226 | D | |
Ordinary Shares | 2/25/2020 (6) | | M | | 30395 | A | $0 (9) | 148724 | D | |
Ordinary Shares | 2/25/2020 (6) | | F | | 8579 (10) | D | $6.19 (3) | 140145 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Thirty-three and one-third percent (33 1/3%) of Mr. Coleman's February 21, 2017 grant of restricted stock units (RSUs) vested on February 21, 2020. |
(2) | These shares represent stock withheld by Endo International plc to satisfy Mr. Coleman's tax withholding obligations on shares acquired upon vesting of RSUs. |
(3) | Represents the vesting price which is the average of the high and low share price on February 21, 2020. |
(4) | Twenty-five percent (25%) of Mr. Coleman's February 23, 2016 grant of RSUs vested on February 23, 2020. |
(5) | Represents the vesting price which is the average of the high and low share price on February 21, 2020, the last trading day prior to vesting. |
(6) | On February 25, 2020, based on performance against target levels with respect to Mr. Coleman's February 21, 2017 grant of performance share units, these awards were released and the performance share units were converted into 30,395 ordinary shares. Of this amount, 8,579 ordinary shares were withheld by Endo International plc to satisfy Mr. Coleman's tax withholding obligations on shares acquired upon vesting, with the remainder transferred to Mr. Coleman. |
(7) | Represents the target number of shares issuable upon Endo International plc's achievement of both: (a) shareholder return performance metrics over a cumulative three-year period and (b) free cash flow performance metrics over three successive one-year periods, each as determined by Endo International plc's Board of Directors at the end of such periods. |
(8) | These securities were granted to Mr. Coleman in consideration of his services as the Executive Vice President and Chief Financial Officer of Endo International plc. |
(9) | This represents the automatic conversion of performance share units granted to Mr. Coleman on February 21, 2017 to ordinary shares of Endo International plc pursuant to the terms of the underlying award agreement. |
(10) | These shares represent stock withheld by Endo International plc to satisfy Mr. Coleman's tax withholding obligations on shares acquired upon vesting of performance share units. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Coleman Blaise C/O ENDO INTERNATIONAL PLC FIRST FL, MINERVA HOUSE, SIMMONSCOURT RD BALLSBRIDGE, DUBLIN, L2 |
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| EVP, Chief Financial Officer |
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Signatures
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/s/ Yoon Ah Oh, by power of attorney | | 2/25/2020 |
**Signature of Reporting Person | Date |
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