Prothena Corporation plc
Prothena Corp plc (Form: 3, Received: 01/27/2014 21:30:55)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PERRIGO Co plc

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/18/2013 

3. Issuer Name and Ticker or Trading Symbol

Prothena Corp plc [PRTA]

(Last)        (First)        (Middle)

TREASURY BUILDING, LOWER GRAND CANAL STREET

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

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

(Street)

DUBLIN 2, L2 00000       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   3182253   I   (1) Indirect   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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

Explanation of Responses:
( 1)  The Shares are directly owned by Elan Science One Limited ("ES1"). ES1, an indirect subsidiary of Elan Corporation Limited (formerly Elan Corporation, plc) ("Elan"), acquired the Shares on December 20, 2012 in connection with the consummation of a demerger under Irish law, pursuant to which Prothena Corporation plc was separated from Elan and became a standalone entity. On December 18, 2013, as a result of the consummation of a scheme of arrangement under Section 201, and a capital reduction under Sections 72 and 74, of the Irish Companies Act of 1963, Elan and ES1 became wholly-owned subsidiaries of Perrigo Company plc.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PERRIGO Co plc
TREASURY BUILDING
LOWER GRAND CANAL STREET
DUBLIN 2, L2 00000

X


Signatures
/s/ Judy L. Brown 1/27/2014
** 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).
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