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Form 4 Actavis plc For: Mar 17 Filed by: NAVARRE PAUL

March 19, 2015 8:14 PM EDT
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 *
NAVARRE PAUL
(Last) (First) (Middle)
1 GRAND CANAL SQUARE, DOCKLANDS
(Street)
DUBLIN 2 L2 00000
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Actavis plc [ ACT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/17/2015
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)
Code V Amount (A) or (D) Price
Ordinary Shares, par value $0.0001 03/17/2015   A   808 (1) (2) A (1) 808 D  
Ordinary Shares, par value $0.0001 03/17/2015   A   1,070 (1) (3) A (1) 1,878 D  
Ordinary Shares, par value $0.0001 03/17/2015   A   2,845 (1) (4) A (1) 4,723 D  
Ordinary Shares, par value $0.0001 03/17/2015   A   217 (1) (5) A (1) 4,940 (6) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 108.86 03/17/2015   A   7,752 (7) (8)     (8) 02/17/2022 Ordinary Shares 7,752 $ 0 7,752 D  
Stock Option (Right to Buy) $ 131.1 03/17/2015   A   8,156 (7) (9)     (9) 02/21/2023 Ordinary Shares 8,156 $ 0 8,156 D  
Stock Option (Right to Buy) $ 154.87 03/17/2015   A   9,499 (7) (10)     (10) 02/21/2024 Ordinary Shares 9,499 $ 0 9,499 D  
Stock Option (Right to Buy) $ 289.75 03/17/2015   A   7,726 (7) (11)     (11) 02/20/2025 Ordinary Shares 7,726 $ 0 7,726 D  
Stock Option (Right to Buy $ 307.51 03/17/2015   A   8,676     (12) 03/17/2025 Ordinary Shares 8,676 $ 0 8,676 D  
Performance-Based Restricted Stock Unit (13) 03/17/2015   A   9,344 (13)     (13)   (13) Ordinary Shares 9,344 $ 0 9,344 D  
Explanation of Responses:
1. On March 17, 2015, Actavis plc (the "Issuer") acquired Allergan, Inc. ("Allergan") through a series of merger transactions which resulted in Allergan becoming an indirect wholly-owned subsidiary of the Issuer (the "Merger"). In connection with the Merger, each unvested Allergan restricted stock unit (an "Allergan RSU") was assumed and converted by the Issuer into a restricted stock unit (an "Actavis RSU") in respect of a number of ordinary shares of the Issuer, par value $0.0001 per share (the "Ordinary Shares") equal to the product of (i) the applicable number of shares of Allergan common stock subject to the Allergan RSU and (ii) 0.8076, rounded up to the nearest whole share if half a share or more or down to the nearest whole share if less than half a share.
2. The Actavis RSUs issued upon the conversion of Allergan RSUs are scheduled to vest on February 21, 2017.
3. The Actavis RSUs issued upon the conversion of Allergan RSUs are scheduled to vest on February 21, 2018.
4. The Actavis RSUs issued upon the conversion of Allergan RSUs are scheduled to vest on February 15, 2017.
5. The Actavis RSUs issued upon the conversion of Allergan RSUs are scheduled to vest on February 20, 2017.
6. Includes 4,940 Actavis RSUs.
7. In connection with the Merger, each option to purchase shares of Allergan common stock (an "Allergan Option") was assumed and converted by the Issuer into a stock option to purchase a number of Ordinary Shares (an "Actavis Option") equal to the product of (i) the applicable number of shares of Allergan common stock subject to the Allergan Option and (ii) 0.8076, rounded down to the nearest whole share.
8. Received in exchange for an Allergan Option in connection with the Merger. Vests in four equal annual installments commencing on the first anniversary of the grant date (February 17, 2012).
9. Received in exchange for an Allergan Option in connection with the Merger. Vests in four equal annual installments commencing on the first anniversary of the grant date (February 21, 2013).
10. Received in exchange for an Allergan Option in connection with the Merger. Vests in four equal annual installments commencing on the first anniversary of the grant date (February 21, 2014).
11. Received in exchange for an Allergan Option in connection with the Merger. Vests in four equal annual installments commencing on the first anniversary of the grant date (February 20, 2015).
12. Vests in five equal annual installments commencing on the first anniversary of the grant date (March 17, 2015).
13. Represents performance-based restricted share units ("PSUs") which will vest as to one-third of the total grant on each of December 31, 2017, 2018 and 2019, subject to the achievement by the Issuer of certain performance criteria. Each PSU represents a contingent right to receive a number of Ordinary Shares equal to the product of the applicable performance multiple and the target number of shares underlying the PSU, as set forth in the award agreement between the Issuer and the Reporting Person.
Remarks:
EVP Actavis, and President, International Brands
/s/ A. Robert D. Bailey, Attorney-in-Fact for the Reporting Person 03/19/2015
** 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.

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