SEC Filing | Mallinckrodt

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kegler George A.

(Last)

(First)

(Middle)

675 MCDONNELL BLVD.

(Street)

HAZELWOOD

63042

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/06/2018

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CFO, Interim

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	15,315⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Share Options (Right to Buy)	02/01/2014⁽²⁾	02/01/2023	Ordinary Shares	5,933	45.41	D
Employee Share Options (Right to Buy)	01/02/2015⁽³⁾	01/02/2024	Ordinary Shares	6,037	51.35	D
Employee Share Options (Right to Buy)	01/09/2016⁽⁴⁾	01/09/2025	Ordinary Shares	3,968	103.57	D
Employee Share Options (Right to Buy)	01/04/2017⁽⁵⁾	01/04/2026	Ordinary Shares	3,601	72.61	D
Employee Share Options (Right to Buy)	01/03/2018⁽⁶⁾	01/03/2027	Ordinary Shares	4,752	51.73	D
Employee Share Options (Right to Buy)	04/02/2019⁽⁷⁾	04/02/2028	Ordinary Shares	15,174	13.8	D

Explanation of Responses:

1. Includes 7,922 restricted share units which vest in four equal annual installments beginning on the first anniversary of the date of grant.

2. Consists of previously granted employee stock options converted pursuant to the terms of the Employee Matters Agreement by and between Covidien plc ("Covidien") and Mallinckrodt plc, dated as of June 28, 2013 to reflect the separation of the pharmaceuticals business of Covidien from the rest of Covidien. The options vested in four equal annual installments beginning February 1, 2014.

3. The options vest in four equal annual installments beginning January 2, 2015.

4. The options vest in four equal annual installments beginning January 9, 2016.

5. The options vest in four equal annual installments beginning January 4, 2017.

6. The options vest in four equal annual installments beginning January 3, 2018.

7. The options vest in four equal annual installments beginning April 2, 2019.

Remarks:

	/s/ Stephanie D. Miller, Attorney-in-Fact	12/14/2018
	** 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 5 (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 Mark J. Casey and Stephanie D. Miller, acting 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 a 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 under 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 2014
of Ireland (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 under 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 30th day of November, 2018.

/s/ George A. Kegler
_________________________
George A. Kegler