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*
Bracebridge Capital, LLC

(Last) (First) (Middle)
888 BOYLSTON STREET, 15TH FLOOR

(Street)
BOSTON MA 02199

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Mallinckrodt plc [ MNKTQ ]
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)
11/14/2023
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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
Old Common Stock(1) 11/14/2023 J(1) 2,033,257 D (1) 0(1) I See Footnote(1)
New Common Stock(2) 11/14/2023 J(2) 1,093,857(3)(4)(5) A (2) 1,093,857(2)(3)(4)(5) I See Footnotes(3)(4)
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*
Bracebridge Capital, LLC

(Last) (First) (Middle)
888 BOYLSTON STREET, 15TH FLOOR

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FFI III S.a r.l.

(Last) (First) (Middle)
C/O BRACEBRIDGE CAPITAL, LLC
888 BOYLSTON STREET, 15TH FLOOR

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FYI S.a r.l.

(Last) (First) (Middle)
C/O BRACEBRIDGE CAPITAL, LLC
888 BOYLSTON STREET, 15TH FLOOR

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Olifant Luxco S.a r.l.

(Last) (First) (Middle)
C/O BRACEBRIDGE CAPITAL, LLC
888 BOYLSTON STREET, 15TH FLOOR

(Street)
BOSTON MA 02199

(City) (State) (Zip)
Explanation of Responses:
1. Represents ordinary shares of Mallinckrodt plc cancelled, along with all rights attaching or relating thereto, on November 14, 2023 (the "Effective Date") in connection with Mallinckrodt plc's emergence from Chapter 11 and Irish examinership proceedings on the Effective Date (the "Old Common Stock").
2. Represents new ordinary shares (the "New Common Stock") of Mallinckrodt plc issued on the Effective Date to holders of the Company's first lien and second lien debt, including the Bracebridge Funds (as defined below) in connection with Mallinckrodt plc's emergence from Chapter 11 and Irish examinership proceedings on the Effective Date.
3. 1,093,857 of the total reported New Common Stock are owned directly as follows: (i) 788,532 shares of New Common Stock are owned directly by FFI III S.a r.l. ("FFI"), (ii) 153,136 shares of New Common Stock are owned directly by FYI S.a r.l. ("FYI"), and (iii) 152,189 shares of New Common Stock are owned directly by Olifant Luxco S.a r.l. (together with FFI and FYI, the "Bracebridge Funds"). Bracebridge Capital, LLC (the "Investment Manager") is the investment manager of each of the Bracebridge Funds, and has the authority to vote and dispose of all the shares of New Common Stock reflected herein.
4. Each of the Bracebridge Funds and the Investment Manager disclaims beneficial ownership of the shares of New Common Stock except to the extent of any pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the shares of New Common Stock reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
5. On November 8, 2023, the Bracebridge Funds reached an agreement with a third party which will result in the Bracebridge Funds disposing of approximately 355,448 shares of the total reported New Common Stock in following amounts: (i) 255,922 shares of New Common Stock will be disposed of by FFI, (ii) 49,763 shares of New Common Stock will be disposed of by FYI, and (iii) 49,763 shares of New Common Stock will be disposed of by Olifant Luxco S.a r.l. Each of the Bracebridge Funds and the Investment Manager disclaim beneficial ownership of such shares of New Common Stock except to the extent of their pecuniary interest therein.
Remarks:
/s/ Bracebridge Capital, LLC, By John N. Spinney, Jr., Authorized Representative 11/16/2023
/s/ FFI III S.a r.l., By John N. Spinney, Jr., Authorized Representative 11/16/2023
/s/ FYI S.a r.l., Ltd., By John N. Spinney, Jr., Authorized Representative 11/16/2023
/s/ Olifant Luxco S.a r.l., By John N. Spinney, Jr., Authorized Representative 11/16/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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