Prothena Corporation plc
Prothena Corp plc (Form: 4, Received: 02/04/2014 16:57:53)
FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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. Issuer Name and Ticker or Trading Symbol

Prothena Corp plc [ PRTA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

TREASURY BUILDING, LOWER GRAND CANAL STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

2/3/2014
(Street)

DUBLIN 2, L2 
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/3/2014     S    3182253   (1) D $24.96   (2) 0   I   (3) Indirect   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  The shares were sold by Elan Science One Limited ("ES1") in connection with a marketed underwritten registered offering pursuant to a shelf registration statement on Form S-3 filed by Prothena Corporation plc with the Securities and Exchange Commission (the "SEC") on January 17, 2014, which the SEC declared effective on January 24, 2014 (File No. 333-193416).
( 2)  Represents a price to the public of $26.00 per ordinary share less the underwriting discount.
( 3)  Shares directly owned by ES1. ES1 is an indirect, wholly-owned subsidiary of Perrigo Company plc and Elan Corporation Limited (formerly Elan Corporation, plc).

Remarks:
Exhibit 99.1 - Joint Filer Information

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

X

ELAN CORP PLC
TREASURY BUILDING
LOWER GRAND CANAL STREET
DUBLIN 2, L2 00000

X

Elan Science One Ltd
TREASURY BUILDING
LOWER GRAND CANAL STREET
DUBLIN, L2 DUBLIN 2

X


Signatures
/s/ Judy L. Brown 2/4/2014
** Signature of Reporting Person Date

/s/ William F. Daniel 2/4/2014
** Signature of Reporting Person Date

/s/ William F. Daniel 2/4/2014
** 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 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 control number.
 
Joint Filer Information
 
Name: 
 
Elan Corporation Limited  
Address:  
Treasury Building, Lower Grand Canal Street,
Dublin 2,  Ireland
 
 
Designated Filer:
Perrigo Company plc
 
 
Issuer & Ticker Symbol:
Prothena (PRTA)
 
 
Date of Earliest
Transaction Required
to be Reported:
2/04/14  
 
Signature: 
 /s/ William F. Daniel  
 
Name:  William F. Daniel  
  Title:     Director  
 
 
 
 
 
   
Name:
Elan Science One Limited
 
 
Address:
Treasury Building, Lower Grand Canal Street,
Dublin 2,  Ireland
 
 
Designated Filer:
Perrigo Company plc
 
 
Issuer & Ticker Symbol:
Prothena (PRTA)
 
 
Date of Earliest
Transaction Required
to be Reported:
2/04/14
 
 
Signature:
 /s/ William F. Daniel  
  Name:  William F. Daniel  
  Title:     Director