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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 | ||||||||
| Share Options (Right to Buy) | $ 34.5 | 06/28/2013 | A(4) | 3,166 | 12/01/2013(5) | 11/30/2019 | Ordinary Shares | 3,166 | $ 0 | 3,166 | D | ||||
| Share Options (Right to Buy) | $ 31.12 | 06/28/2013 | A(4) | 14,951 | 06/28/2013(6) | 11/30/2020 | Ordinary Shares | 14,951 | $ 0 | 14,951 | D | ||||
| Share Options (Right to Buy) | $ 33.67 | 06/28/2013 | A(4) | 42,162 | 06/28/2013(7) | 11/30/2021 | Ordinary Shares | 42,162 | $ 0 | 42,162 | D | ||||
| Share Options (Right to Buy) | $ 37.85 | 06/28/2013 | A(4) | 6,912 | 06/28/2013(8) | 01/31/2022 | Ordinary Shares | 6,912 | $ 0 | 6,912 | D | ||||
| Share Options (Right to Buy) | $ 41.73 | 06/28/2013 | A(4) | 15,958 | 12/03/2013(9) | 12/02/2022 | Ordinary Shares | 15,958 | $ 0 | 15,958 | D | ||||
| Share Options (Right to Buy) | $ 44 | 07/01/2013 | A(10) | 25,072 | 07/01/2016(11) | 06/30/2023 | Ordinary Shares | 25,072 | $ 0 | 25,072 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Harbaugh Matthew K C/O MALLINCKRODT PLC 675 JAMES S. MCDONNELL BLVD. HAZELWOOD, MO 63042 |
SVP&Chief Financial Officer | |||
| /s/ Miriam R. Singer (By Power of Attorney) | 07/02/2013 | |
| **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) | Consists of previously granted Restricted Stock Unit ("RSU") awards converted pursuant to the terms of the Employee Matters Agreement by and between Covidien plc ("Covidien") and Mallinckrodt plc ("Mallinckrodt"), dated as of June 28, 2013 (the "Employee Matters Agreement"), to reflect the separation of the pharmaceuticals business of Covidien (the "Business") on June 28, 2013 from the rest of Covidien by means of the declaration of a dividend in specie of the Business, to be effected by the transfer of the Business from Covidien to Mallinckrodt and the issuance by Mallinckrodt of ordinary shares in its share capi-tal, par value $0.20 per share ("Ordinary Shares"), credited as fully paid directly to Covidien's shareholders (the "Transaction"). Upon vesting, the RSUs convert to Ordinary Shares. The Reporting Person is enti-tled to receive dividend equivalent units on the RSUs. The RSUs vest on the schedule set forth in the original grant agreement. |
| (2) | Includes 992 Ordinary Shares acquired in a pro-rata distribution of Ordinary Shares from Covidien in connection with the Transaction. |
| (3) | RSUs that vest in equal installments on each of the third and fourth anniversary of the grant date. RSUs are settled in Ordinary Shares upon vesting (July 1, 2016 and July 1, 2017). The Reporting Person is entitled to receive dividend equivalent units in connection with these RSUs. |
| (4) | Consists of previously granted employee stock options converted pursuant to the terms of the Employee Matters Agreement to reflect the separation of the pharmaceuticals business of Covidien from the rest of Covidien pursuant to the Transaction. The employee stock options vest and are exercisable on the schedule set forth in the original grant agreement. Generally options vest ratably on the first, second, third, and fourth anniversary of the original grant date and expire on the ten year anniversary date of the original grant date. |
| (5) | Options with respect to 3,166 Ordinary Shares vest on December 1, 2013. |
| (6) | Options with respect to 7,477 Ordinary Shares vest in equal annual installments on each of December 1, 2013 and December 1, 2014. |
| (7) | Options with respect to 31,623 Ordinary Shares vest in equal annual installments on each of December 1, 2013, December 1, 2014, and December 1, 2015. |
| (8) | Options with respect to 5,186 Ordinary Shares vest in equal annual installments on each of February 1, 2014, February 1, 2015, and February 1, 2016. |
| (9) | Vests in equal annual installments on each of December 3, 2013, December 3, 2014, December 3, 2015 and December 3, 2016. |
| (10) | These employee stock options were granted to the Reporting Person in connection with the Transaction. They vest and become exercisable in equal installments on each of the third and fourth anniversary (July 1, 2016 and July 1, 2017) of the grant date and expire on the ten year anniversary of the grant date. |
| (11) | These options become exercisable in equal installments on each of the third and fourth anniversary of the grant date (July 1, 2016 and July 1, 2017). |