SEC Filing | Mallinckrodt

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SEC FORM 4 SEC Form 4

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^*

CARLUCCI DAVID R

(Last)

(First)

(Middle)

675 MCDONNELL BLVD.

(Street)

HAZELWOOD

63042

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mallinckrodt plc [ MNK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	03/19/2015		A		1,715⁽¹⁾	A	$0	6,924	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Consists of restricted stock units that vest in their entirety as of the date of the Company's 2016 Annual General Meeting and settle in ordinary shares upon vesting.

Remarks:

	/s/Kenneth L. Wagner	03/23/2015
	** 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.

                           POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby constitutes and

appoints each of Peter G. Edwards and Kenneth L. Wagner signing singly, the

undersigned's true and lawful attorney-in-fact to:



(1)     execute for and on behalf of the undersigned, in the undersigned's

        capacity as an director, officer and/or employee of Mallinckrodt public

        limited company (the "Company"), Forms 3, 4, 5, Form 144 and/or Form ID

        in accordance with Section 16(a) of the Securities Exchange Act of 1934

        and the rules thereunder and/or Rule 144 of the Securities Act of 1933,

        respectively;



(2)     execute for and on behalf of the undersigned any such filings or other

        disclosure related to the undersigned's holdings of and transactions in

        securities of the Company as may be required pursuant to the Companies

        Act 1963-2009, Ireland, as amended (the "Companies Act");



(3)     do and perform any and all acts for and on behalf of the undersigned

        which may be necessary or desirable to complete the execution of (a) any

        such Forms 3, 4, 5, Form 144 and Form ID or (b) any disclosures under

        the Companies Act and timely file such form or forms with the

        United States Securities and Exchange Commission, the Irish Companies

        Registration Office and/or any other authority; and



(4)     take any other action of any type whatsoever in connection with the

        foregoing which, in the opinion of such attorney-in-fact, may be of

        benefit to, in the best interest of, or legally required by, the

        undersigned, it being understood that the documents executed by such

        attorney-in-fact on behalf of the undersigned pursuant to this Power

        of Attorney shall be in such form and shall contain such terms and

        conditions as such attorney-in-fact may approve in such

        attorney-in-fact's discretion.



       The undersigned hereby grants to each attorney-in-fact full power and

       authority to do and perform all and every act and thing whatsoever

       requisite, necessary and proper to be done in the exercise of any of the

       rights and powers herein granted, as fully to all intents and purposes

       as the undersigned might or could do if personally present, with full

       power of substitution or revocation, hereby ratifying and confirming all

       that such attorney-in-fact, or such attorney-in-fact's substitute or

       substitutes, shall lawfully do or cause to be done by virtue of this

       power of attorney and the rights and powers herein granted. The

       undersigned acknowledges that the foregoing attorneys-in-fact, in serving

       in such capacity at the request of the undersigned, are not assuming, nor

       is the Company assuming, any of the undersigned's responsibilities to

       comply with the Companies Act, Section 16 of the Securities Exchange Act

       of 1934 or Rule 144 of the Securities Act of 1933.



       This Power of Attorney shall remain in full force and effect until the

       undersigned is no longer required to file Forms 3, 4, 5, and Form 144

       and make disclosure under the Companies Act with respect to the

       undersigned's holdings of and transactions in securities issued by the

       Company, unless earlier revoked by the undersigned in a signed writing

       delivered to the foregoing attorneys-in-fact. This Power of Attorney

       shall supersede any and all existing Powers of Attorney with respect to

       the subject matter hereof.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 20th day of March 2015.





                                                             /s/David R. Carlucci