Ownership Submission
FORM 4
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Smith Jeffrey C
  2. Issuer Name and Ticker or Trading Symbol
PERRIGO Co plc [PRGO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
777 THIRD AVENUE, 18TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2018
(Street)

NEW YORK, NY 10017
4. If Amendment, Date 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
(City)
(State)
(Zip)
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               528 D  
Ordinary Shares               3,287,856 I By Starboard Value and Opportunity Master Fund Ltd (1)
Ordinary Shares 05/15/2018   P   61,313 A $ 75.1942 434,051 I By Starboard Value and Opportunity S LLC (2)
Ordinary Shares 05/15/2018   P   12,594 A $ 75.2755 446,645 I By Starboard Value and Opportunity S LLC (2)
Ordinary Shares 05/15/2018   P   34,947 A $ 75.1942 244,365 I By Starboard Value and Opportunity C LP (3)
Ordinary Shares 05/15/2018   P   7,178 A $ 75.2755 251,543 I By Starboard Value and Opportunity C LP (3)
Ordinary Shares 05/15/2018   P   8,574 A $ 75.1942 2,009,712 I By Starboard Leaders Kilo LLC (4)
Ordinary Shares 05/15/2018   P   1,761 A $ 75.2755 2,011,473 I By Starboard Leaders Kilo LLC (4)
Ordinary Shares 05/15/2018   P   1,565 A $ 75.1942 367,168 I By Starboard Leaders Select III LP (5)
Ordinary Shares 05/15/2018   P   321 A $ 75.2755 367,489 I By Starboard Leaders Select III LP (5)
Ordinary Shares 05/15/2018   P   101,001 A $ 75.1942 3,505,673 I By Managed Accounts of Starboard Value LP (6)
Ordinary Shares 05/15/2018   P   20,746 A $ 75.2755 3,526,419 I By Managed Accounts of Starboard Value LP (6)
Ordinary Shares 05/16/2018   P   4,808 A $ 75.8261 256,351 I By Starboard Value and Opportunity C LP (3)
Ordinary Shares 05/16/2018   P   4,514 A $ 75.8261 2,015,987 I By Starboard Leaders Kilo LLC (4)
Ordinary Shares 05/16/2018   P   824 A $ 75.8261 368,313 I By Starboard Leaders Select III LP (5)
Ordinary Shares 05/16/2018   P   89,854 A $ 75.8261 3,616,273 I By Managed Accounts of Starboard Value LP (6)
Ordinary Shares 05/17/2018   P   1,596 A $ 75.8929 257,947 I By Starboard Value and Opportunity C LP (3)
Ordinary Shares 05/17/2018   P   2,078 A $ 75.8929 2,018,065 I By Starboard Leaders Kilo LLC (4)
Ordinary Shares 05/17/2018   P   379 A $ 75.8929 368,692 I By Starboard Leaders Select III LP (5)
Ordinary Shares 05/17/2018   P   45,947 A $ 75.8929 3,662,220 I By Managed Accounts of Starboard Value LP (6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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
Restricted Stock Unit (7) 05/15/2018   A   3,971   05/15/2019 05/15/2019 Ordinary Shares 3,971 (7) 3,971 D  
Restricted Stock Unit (7)             06/06/2018 06/06/2018 Ordinary Shares 4,265   4,265 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Smith Jeffrey C
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY 10017
  X      

Signatures

 /s/ Jeffrey C. Smith   05/17/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Ordinary shares owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard V&O Fund for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(2) Ordinary shares owned directly by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(3) Ordinary shares owned directly by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(4) Ordinary shares owned directly by Starboard Leaders Kilo LLC ("Starboard Kilo LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Kilo LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard Kilo LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(5) Ordinary shares owned directly by Starboard Leaders Select III LP ("Starboard Leaders Select III"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Leaders Select III, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard Leaders Select III for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(6) Ordinary shares held in certain accounts managed by Starboard Value LP (the "Managed Accounts"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares held in the Managed Accounts for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(7) Each Restricted Stock Unit represents a contingent right to receive one Perrigo Company plc ordinary share.

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