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*
Garella Rahul

(Last) (First) (Middle)
C/O ENDO INTERNATIONAL PLC
FIRST FL, MINERVA HOUSE, SIMMONSCOURT RD

(Street)
BALLSBRIDGE, DUBLIN L2

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2019
3. Issuer Name and Ticker or Trading Symbol
Endo International plc [ ENDP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Intl Pharmaceuticals
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 24,116 D
2015 Stock Incentive Plan Restricted Stock Units (RSU)(1) 236 D
2015 Stock Incentive Plan Restricted Stock Units (RSU)(2) 353 D
2015 Stock Incentive Plan Restricted Stock Units (RSU)(3) 3,538 D
2015 Stock Incentive Plan Restricted Stock Units (RSU)(4) 16,047 D
2015 Stock Incentive Plan Restricted Stock Units (RSU)(5) 39,700 D
2015 Stock Incentive Plan Restricted Stock Units (RSU)(6) 26,902 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
2015 Stock Incentive Plan Options (NQ)(7) (7) 10/01/2025 Ordinary Shares 3,422 70.02 D
2015 Stock Incentive Plan Options (NQ)(8) (8) 02/23/2026 Ordinary Shares 4,764 50.22 D
2015 Stock Incentive Plan Options (NQ)(9) (9) 02/21/2027 Ordinary Shares 23,810 13.19 D
2015 Stock Incentive Plan Options (NQ)(10) (10) 08/10/2027 Ordinary Shares 54,707 7.55 D
Explanation of Responses:
1. On October 1, 2015, 946 RSUs were granted to Mr. Garella with one-fourth vesting, and thus expiring, on each of the first four grant date anniversaries. As of August 1, 2019, 710 RSUs were vested and released. The amount reported in Table I represents the unvested portion as of that date.
2. On February 23, 2016, 1,412 RSUs were granted to Mr. Garella with one-fourth vesting, and thus expiring, on each of the first four grant date anniversaries. As of August 1, 2019, 1,059 RSUs were vested and released. The amount reported in Table I represents the unvested portion as of that date.
3. On February 21, 2017, 10,614 RSUs were granted to Mr. Garella with one-third vesting, and thus expiring, on each of the first three grant date anniversaries. As of August 1, 2019, 7,076 RSUs were vested and released. The amount reported in Table I represents the unvested portion as of that date.
4. On August 10, 2017, 24,071 RSUs were granted to Mr. Garella with one-third vesting, and thus expiring, on each of the first three grant date anniversaries. As of August 1, 2019, 8,024 RSUs were vested and released. The amount reported in Table I represents the unvested portion as of that date.
5. On April 2, 2018, 59,551 RSUs were granted to Mr. Garella with one-third vesting, and thus expiring, on each of the first three grant date anniversaries. As of August 1, 2019, 19,851 RSUs were vested and released. The amount reported in Table I represents the unvested portion as of that date.
6. On March 29, 2019, 26,902 RSUs were granted to Mr. Garella with one-third vesting, and thus expiring, on each of the first three grant date anniversaries.
7. On October 1, 2015, 3,422 non-qualified stock options were granted to Mr. Garella with one-fourth vesting on each of the first four grant date anniversaries. As of August 1, 2019, 2,567 non-qualified stock options were vested and released.
8. On February 23, 2016, 4,764 non-qualified stock options were granted to Mr. Garella with one-fourth vesting on each of the first four grant date anniversaries. As of August 1, 2019, 3,573 non-qualified stock options were vested and released.
9. On February 21, 2017, 23,810 non-qualified stock options were granted to Mr. Garella with one-fourth vesting on each of the first four grant date anniversaries. As of August 1, 2019, 11,906 non-qualified stock options were vested and released.
10. On August 10, 2017, 54,707 non-qualified stock options were granted to Mr. Garella with one-third vesting on each of the first three grant date anniversaries. As of August 1, 2019, 18,236 non-qualified stock options were vested and released.
Remarks:
On July 30, 2019, Endo International plc appointed Mr. Garella as EVP, International Pharmaceuticals. These securities represent the amounts owned by Mr. Garella as of August 1, 2019, the date of effectiveness of his appointment.
/s/ Yoon Ah Oh, by power of attorney 08/09/2019
** 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).
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LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS

    Know all by these present that the undersigned hereby makes, constitutes and appoints Matthew J. Maletta, Yoon Ah Oh, Carrie A. Nichol, Justin Dailey and Sarah Beck as the undersigned's true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of each of the undersigned to:

(1)    prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Endo International plc, an Irish public limited company (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act");

(2)    seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to
 release any such information to the undersigned and approves and ratifies any such release of information; and

(3)    perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1)    this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;

(2)    any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3)    neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(4)    this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

    This Power of Attorney shall remain in full force and effect with respect to each undersigned until revoked by such undersigned in a signed writing delivered to such attorney-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1 day of August 2019.


SIGNATURE                    TITLE
        
        
/S/ RAHUL GARELLA        Executive Vice President, International Pharmaceuticals 
NAME:  Rahul Garella          
                    


STATE OF Dublin, Ireland:            
COUNTY OF Dublin, Ireland:
        

On this 1 day of August 2019, the above-named individual personally appeared before me, and acknowledged that he executed the foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
                                          
      
/S/ JAMES JONES
Notary Public