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 *
Edwards Peter G
  2. Issuer Name and Ticker or Trading Symbol
Mallinckrodt plc [MNK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
C/O MALLINCKRODT PLC, 675 JAMES S. MCDONNELL BLVD.
3. Date of Earliest Transaction (Month/Day/Year)
06/28/2013
(Street)

HAZELWOOD, MO 63042
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 06/28/2013   A   5,047 (1) A $ 0 5,047 D  
Ordinary Shares 07/01/2013   A   5,455 (2) A $ 0 10,502 D  

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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
Share Options (Right to Buy) $ 29.89 06/28/2013   A(3)   3,994   06/28/2013(4) 05/31/2020 Ordinary Shares 3,994 $ 0 3,994 D  
Share Options (Right to Buy) $ 31.12 06/28/2013   A(3)   7,007   12/01/2013(5) 11/30/2020 Ordinary Shares 7,007 $ 0 7,007 D  
Share Options (Right to Buy) $ 33.67 06/28/2013   A(3)   8,326   12/01/2013(6) 11/30/2021 Ordinary Shares 8,326 $ 0 8,326 D  
Share Options (Right to Buy) $ 41.73 06/28/2013   A(3)   12,384   12/03/2013(7) 12/02/2022 Ordinary Shares 12,384 $ 0 12,384 D  
Share Options (Right to Buy) $ 44 07/01/2013   A(8)   15,630   07/01/2016(9) 06/30/2023 Ordinary Shares 15,630 $ 0 15,630 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Edwards Peter G
C/O MALLINCKRODT PLC
675 JAMES S. MCDONNELL BLVD.
HAZELWOOD, MO 63042
      See Remarks  

Signatures

 /s/ Miriam R. Singer (By Power of Attorney)   07/02/2013
**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) Consists of previously granted Restricted Stock Unit ("RSU") awards converted pursuant to the terms of the Employee Matters Agreement by and between Covidien plc ("Covidien") and Mallinckrodt plc ("Mallinckrodt"), dated as of June 28, 2013 (the "Employee Matters Agreement"), to reflect the separation of the pharmaceuticals business of Covidien (the "Business") on June 28, 2013 from the rest of Covidien by means of the declaration of a dividend in specie of the Business, to be effected by the transfer of the Business from Covidien to Mallinckrodt and the issuance by Mallinckrodt of ordinary shares in its share capital, par value $0.20 per share ("Ordinary Shares"), credited as fully paid directly to Covidien's shareholders (the "Transaction"). Upon vesting, the RSUs convert to Ordinary Shares. The Reporting Person is entitled to receive dividend equivalent units on the RSUs. The RSUs vest on the schedule set forth in the original grant agreement.
(2) RSUs that vest in equal installments on each of the third and fourth anniversary of the grant date. RSUs are settled in Ordinary Shares upon vesting (July 1, 2016 and July 1, 2017). The Reporting Person is entitled to receive dividend equivalent units in connection with these RSUs.
(3) Consists of previously granted employee stock options converted pursuant to the terms of the Employee Matters Agreement to reflect the separation of the pharmaceuticals business of Covidien from the rest of Covidien pursuant to the Transaction. The employee stock options vest and are exercisable on the schedule set forth in the original grant agreement. Generally options vest ratably on the first, second, third, and fourth anniversary of the original grant date and expire on the ten year anniversary date of the original grant date.
(4) Options with respect to 1,998 Ordinary Shares vest on June 1, 2014.
(5) Vests in equal annual installments on December 1, 2013 and December 1, 2014.
(6) Vests in equal annual installments December 1, 2013, December 1, 2014 and December 1, 2015.
(7) Vests in equal annual installments on each of December 3, 2013, December 3, 2014, December 3, 2015 and December 3, 2016.
(8) These employee stock options were granted to the Reporting Person in connection with the Transaction. They vest and become exercisable in equal installments on each of the third and fourth anniversary (July 1, 2016 and July 1, 2017) of the grant date and expire on the ten year anniversary of the grant date.
(9) These options become exercisable in equal installments on each of the third and fourth anniversary of the grant date (July 1, 2016 and July 1, 2017).
 
Remarks:
Senior Vice President, General Counsel and Assistant Secretary

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