SEC FORM 4 SEC Form 4
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*
ELAN CORP PLC

(Last) (First) (Middle)
TREASURY BUILDING
LOWER GRAND CANAL STREET

(Street)
DUBLIN 2 L2 00000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Alkermes plc. [ ALKS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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 03/13/2012 S 24,150,000(1) D $15.8(2) 7,750,000 I(3) Indirect(3)
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
1. Name and Address of Reporting Person*
ELAN CORP PLC

(Last) (First) (Middle)
TREASURY BUILDING
LOWER GRAND CANAL STREET

(Street)
DUBLIN 2 L2 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Elan Science Three Ltd

(Last) (First) (Middle)
TREASURY BUILDING
LOWER GRAND CANAL STREET

(Street)
DUBLIN 2 L2 00000

(City) (State) (Zip)
Explanation of Responses:
1. These shares were sold by Elan Science Three Limited ("ES3") in a marketed underwritten registered offering pursuant to a shelf registration statement on Form S-1 filed by Alkermes plc with the Securities and Exchange Commission (the "SEC"), which the SEC declared effective March 2, 2012 (File No. 333-179550).
2. Represents a price to the public of $16.50 per ordinary share less the underwriting discount.
3. Shares directly owned by ES3. ES3 is an indirect, wholly-owned subsidiary of Elan Corporation, plc.
Remarks:
Exhibit List Exhibit 99.1 - Joint Filer Information
/s/ William F. Daniel 03/14/2012
** 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.
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Unassociated Document
 
Joint Filer Information
 
Name:
Elan Science Three Limited
Address:
Treasury Building, Lower Grand Canal Street,
 
Dublin 2,  Ireland
 
Designated Filer:
Elan Corporation, plc
 
Issuer & Ticker Symbol:
Alkermes plc (ALKS)
 
Date of Earliest
 
Transaction Required
 
to be Reported:
3/13/12
 
Signature:
/s/        William F. Daniel                                           
 
Name:  William F. Daniel
 
Title:    Company Secretary
 
             Elan Science Three Limited