SEC Form 4: Maletta Matthew Joseph converted options into 34,414 units of Ordinary Shares and covered exercise/tax liability with 18,651 units of Ordinary Shares, increasing direct ownership by 5% to 351,085 units to cover withholding tax
$ENDP
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Endo International plc [ ENDP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/29/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 03/29/2022(1) | F | 8,472(2) | D | $2.52(3) | 326,850 | D | |||
| Stock Incentive Plan Performance Share Units | 03/30/2022(4) | M | 85,927(5) | D | $0(6) | 417,381 | D | |||
| Ordinary Shares | 03/30/2022(4) | M | 34,414 | A | $0(7) | 361,264 | D | |||
| Ordinary Shares | 03/30/2022(4) | F | 10,179(8) | D | $2.52(3) | 351,085 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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. Maletta's March 29, 2019 grant of restricted stock units (RSUs) vested on March 29, 2022. |
| 2. These shares represent stock withheld by Endo International plc to satisfy Mr. Maletta'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 March 29, 2022. |
| 4. On March 30, 2022, based on performance against target levels with respect to Mr. Maletta's March 29, 2019 grant of performance share units, these awards were released and the performance share units were converted into 34,414 ordinary shares. Of this amount, 10,179 ordinary shares were withheld by Endo International plc to satisfy Mr. Maletta's tax withholding obligations on shares acquired upon vesting, with the remainder transferred to Mr. Maletta. |
| 5. 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 a cumulative three-year period, each as determined by Endo International plc's Board of Directors at the end of such periods. |
| 6. These securities were granted to Mr. Maletta in consideration of his services as a senior executive of Endo International plc. |
| 7. This represents the automatic conversion of performance share units granted to Mr. Maletta on March 29, 2019 to ordinary shares of Endo International plc pursuant to the terms of the underlying award agreement. |
| 8. These shares represent stock withheld by Endo International plc to satisfy Mr. Maletta's tax withholding obligations on shares acquired upon vesting of performance share units. |
| Remarks: |
| /s/ Matthew J. Maletta | 03/31/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||