Perrigo : SC 13D/A

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FORMSC 13D/A

Starboard Value LP - PRGO

Filed: August 16, 2019 (period: )

Amendment to a SC 13D filing

The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

• 240.13d-2(a)(Amendment No. 2)1

Perrigo Company plc

(Name of Issuer)

Ordinary Shares, €0.001 par value

(Title of Class of Securities)

G97822103

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor New York, New York 10017

1. 845-7977

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas New York, New York 10019

[phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 14, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Source: Starboard Value LP, SC 13D/A, August 16, 2019

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

CUSIP NO. G97822103

1	NAME OF REPORTING PERSON
		STARBOARD VALUE LP	(a) ☐
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
		OO		☐
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF	DELAWARE
7		SOLE VOTING POWER
	SHARES
BENEFICIALLY			6,780,026
OWNED BY	8		SHARED VOTING POWER
	EACH
REPORTING			- 0 -
PERSON WITH	9		SOLE DISPOSITIVE POWER
				6,780,026
		10		SHARED DISPOSITIVE POWER
				- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		6,780,026			☐
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		4.98%
	14	TYPE OF REPORTING PERSON

PN

2

Source: Starboard Value LP, SC 13D/A, August 16, 2019

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

CUSIP NO. G97822103

1	NAME OF REPORTING PERSON
		STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD	(a) ☐
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
		WC		☐
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF	CAYMAN ISLANDS
7		SOLE VOTING POWER
	SHARES
BENEFICIALLY			2,108,979
OWNED BY	8		SHARED VOTING POWER
	EACH
REPORTING			- 0 -
PERSON WITH	9		SOLE DISPOSITIVE POWER
				2,108,979
		10		SHARED DISPOSITIVE POWER
				- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,108,979			☐
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		1.6%
	14	TYPE OF REPORTING PERSON

CO

3

Source: Starboard Value LP, SC 13D/A, August 16, 2019

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

CUSIP NO. G97822103

1	NAME OF REPORTING PERSON
		STARBOARD VALUE AND OPPORTUNITY S LLC	(a) ☐
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
		WC		☐
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF	DELAWARE
7		SOLE VOTING POWER
	SHARES
BENEFICIALLY			301,579
OWNED BY	8		SHARED VOTING POWER
	EACH
REPORTING			- 0 -
PERSON WITH	9		SOLE DISPOSITIVE POWER
				301,579
		10		SHARED DISPOSITIVE POWER
				- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		301,579			☐
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		Less than 1%
	14	TYPE OF REPORTING PERSON

OO

4

Source: Starboard Value LP, SC 13D/A, August 16, 2019

Powered by Morningstar® Document Research℠

The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.