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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Russell Angus C. 675 MCDONNELL BLVD. HAZELWOOD, MO 63042 |
X | |||
| /s/Miriam Rogers Singer, Attorney-in-Fact | 11/06/2014 | |
| **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) | This amendment is being filed to correct errors in the August 18, 2014 Form 4 for the reporting person. On August 14, 2014, Mallinckrodt plc ("Mallinckrodt") acquired Questcor Pharmaceuticals, Inc. ("Questcor") pursuant to the Agreement and Plan of Merger, dated as of April 5, 2014, by and among Mallinckrodt, Questcor and Quincy Merger Sub, Inc. (the "Merger"). In connection with the Merger, at the effective time of the Merger (the "Effective Time"): (i) each share of Questcor common stock (except for certain shares defined in the Merger Agreement) and each outstanding share of restricted Questcor common stock granted to a non-employee director converted to the right to receive, without interest, (a) $30.00 in cash and (b) 0.897 of an ordinary share of Mallinckrodt (together, the "Merger Consideration"), in exchange for such share of Questcor common stock or such restricted common stock; and |
| (2) | (ii) each outstanding option to purchase Questcor common stock granted to a non-employee director (whether vested or unvested) converted into the right to receive the Merger Consideration with respect to each share of Questcor common stock subject to such option immediately prior to the Effective Time, net of the applicable exercise price. The number of Mallinckrodt ordinary shares acquired by the reporting person as a result of the conversion of Questcor common stock and restricted stock reported on the original Form 4 incorrectly included 9,157 ordinary shares; the correct number is 7,501 ordinary shares. The number of Mallinckrodt ordinary shares acquired by the reporting person as a result of the conversion of vested or unvested stock options, net of applicable exercise price reported on the original Form 4 incorrectly included 12,373 ordinary shares; the correct number is 6,130 ordinary shares. |