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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2017 SHIRE PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands (State or other jurisdiction of incorporation) 0-29630 (Commission File Number) 98-0601486 (IRS Employer Identification No.) 5 Riverwalk, Citywest Business Campus, Dublin 24, Republic of Ireland (Address of principal executive offices) Registrant’s telephone number, including area code: +353 1 429 7700 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events Shire plc has issued the press releases attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 which are incorporated by reference herein. Item 9.01. Financial Statements and Exhibits (d) Exhibits. The following exhibits are filed herewith: 99.1 Press Release dated March 1, 2017 99.2 Press Release dated March 1, 2017 99.3 Press Release dated March 1, 2017 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Shire plc By: /s/ W R Mordan Name: Bill Mordan Title: Company Secretary Date: March 1, 2017 Exhibit 99.1 Press Release www.shire.com Total Voting Rights March 1, 2017 - Shire plc (LSE: SHP, NASDAQ: SHPG) (the “Company”), in accordance with 5.6.1R of the Financial Conduct Authority's (the “FCA”) Disclosure Rules and Transparency Rules, notifies the market of the following: As at February 28, 2017, the Company’s issued ordinary share capital comprised 905,443,530 ordinary shares of 5 pence each with voting rights and a further 7,971,461 ordinary shares held in treasury. Therefore, the total number of voting rights in the Company is 905,443,530. This is the figure which should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Rules and Transparency Rules. Sarah Rixon Company Secretarial Assistant For further information please contact: Investor Relations Ian Karp Robert Coates Media Lisa Adler Debbi Ford [email protected] [email protected] +1 781 482 9018 +44 1256 894874 [email protected] [email protected] +1 617 588 8607 +1 617 949 9083 NOTES TO EDITORS About Shire Shire is the leading global biotechnology company focused on serving people with rare diseases and other highly specialized conditions. We strive to develop best-in-class products, many of which are available in more than 100 countries, across core therapeutic areas including Hematology, Immunology, Neuroscience, Ophthalmics, Lysosomal Storage Disorders, Gastrointestinal / Internal Medicine / Endocrine and Hereditary Angioedema; and a growing franchise in Oncology. Our employees come to work every day with a shared mission: to develop and deliver breakthrough therapies for the hundreds of millions of people in the world affected by rare diseases and other high-need conditions, and who lack effective therapies to live their lives to the fullest. www.shire.com Registered in Jersey, No. 99854, 22 Grenville Street, St Helier, Jersey JE4 8PX Exhibit 99.2 Press Release www.shire.com Total Voting Rights – Amendment March 1, 2017 – Shire plc (LSE: SHP, NASDAQ: SHPG) (the “Company”) announces that the Total Voting Rights announcement, released earlier today, has been amended to reflect that the number of ordinary shares of 5 pence each of the Company with voting rights is 905,168,199 instead of 905,443,530 as previously announced. The full amended announcement is below; all other details remain the same. March 1, 2017 - Shire plc (LSE: SHP, NASDAQ: SHPG) (the “Company”), in accordance with 5.6.1R of the Financial Conduct Authority's (the “FCA”) Disclosure Rules and Transparency Rules, notifies the market of the following: As at February 28, 2017, the Company’s issued ordinary share capital comprised 905,168,119 ordinary shares of 5 pence each with voting rights and a further 7,971,461 ordinary shares held in treasury. Therefore, the total number of voting rights in the Company is 905,168,119. This is the figure which should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Rules and Transparency Rules. Sarah Rixon Company Secretarial Assistant For further information please contact: Investor Relations Ian Karp Robert Coates Media Lisa Adler Debbi Ford [email protected] [email protected] +1 781 482 9018 +44 1256 894874 [email protected] [email protected] +1 617 588 8607 +1 617 949 9083 NOTES TO EDITORS About Shire Shire is the leading global biotechnology company focused on serving people with rare diseases. We strive to develop best-in-class products, many of which are available in more than 100 countries, across core therapeutic areas including Hematology, Immunology, Neuroscience, Ophthalmics, Lysosomal Storage Disorders, Gastrointestinal / Internal Medicine / Endocrine and Hereditary Angioedema; and a growing franchise in Oncology. Our employees come to work every day with a shared mission: to develop and deliver breakthrough therapies for the hundreds of millions of people in the world affected by rare diseases and other high-need conditions, and who lack effective therapies to live their lives to the fullest. www.shire.com Registered in Jersey, No. 99854, 22 Grenville Street, St Helier, Jersey JE4 8PX Exhibit 99.3 Press Release www.shire.com Director/PDMR Shareholding March 1, 2017 – Shire plc (LSE: SHP, NASDAQ: SHPG) Notification of transactions by persons discharging managerial responsibilities 1. a) 2. a) b) 3. a) b) 4. a) Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated them (“PCA”) Name Perry Sternberg Reason for the notification Position / status Head of US Commercial - PDMR Initial notification / Initial notification amendment Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor Name Shire plc LEI 54930005LQRLI2UXRQ59 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted Shire plc American Depositary Shares (“ADSs”) Description of the financial instrument, type of instrument Identification code ISIN: US82481R1068 b) Nature of the transaction c) Price(s) and volume(s) d) Aggregated information Vesting of Restricted Stock Units (“RSUs”) in respect of notional ADSs awarded under the Shire Long Term Incentive Plan 2015 (“LTIP”) on February 26, 2016. In accordance with the rules of the LTIP, upon vesting the number of ADSs to be delivered was increased by an amount equivalent to the value of dividends paid by the Company in respect of the RSUs from the award date to the date of vesting. (Details of related disposal of ADSs are referenced in section 5. below.) Price(s) Volume(s) N/A 217 N/A (single transaction) - Aggregated volume - Price e) f) Date of the transaction Place of the transaction February 27, 2017 N/A 5. a) b) Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted Shire plc American Depositary Shares (“ADSs”) Description of the financial instrument, type of instrument Identification code ISIN: US82481R1068 Automated disposal of ADSs in relation to the vesting of RSUs referenced in section 4. above. The Nature of the transaction proceeds of this disposal were used to satisfy personal tax liabilities arising from the vesting of the RSUs. c) Price(s) and volume(s) d) Aggregated information Price(s) $182.59 Volume(s) 72 N/A (single transaction) - Aggregated volume - Price e) f) 6. a) Date of the transaction February 27, 2017 Place of the transaction NASDAQ Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted Shire plc American Depositary Shares (“ADSs”) Description of the financial instrument, type of instrument Identification code ISIN: US82481R1068 b) Nature of the transaction c) Price(s) and volume(s) d) Aggregated information Vesting of Restricted Stock Units (“RSUs”) in respect of notional ADSs awarded under the Shire Long Term Incentive Plan 2015 (“LTIP”) on February 27, 2015. In accordance with the rules of the LTIP, upon vesting the number of ADSs to be delivered was increased by an amount equivalent to the value of dividends paid by the Company in respect of the RSUs from the award date to the date of vesting. (Details of related disposal of ADSs are referenced in section 7. below.) Price(s) Volume(s) N/A 141 N/A (single transaction) - Aggregated volume e) f) - Price Date of the transaction Place of transaction February 27, 2017 N/A 7. a) Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted Shire plc American Depositary Shares (“ADSs”) Description of the financial instrument, type of instrument Identification code ISIN: US82481R1068 b) Nature of the transaction c) Price(s) and volume(s) d) Aggregated information Automated disposal of ADSs in relation to the vesting of RSUs referenced in section 6. above. The proceeds of this disposal were used to satisfy personal tax liabilities arising from the vesting of the RSUs. Price(s) Volume(s) $182.59 56 N/A (single transaction) - Aggregated volume e) f) 1. a) 2. a) b) 3. a) b) 4. a) - Price Date of the transaction Place of the transaction February 27, 2017 NASDAQ Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated them (“PCA”) Name Kim Stratton Reason for the notification Position / status Head of International Commercial - PDMR Initial notification / Initial notification amendment Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor Name Shire plc LEI 54930005LQRLI2UXRQ59 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted Shire plc Ordinary Shares of 5 pence each (“Ordinary Shares”) Description of the financial instrument, type of instrument Identification code ISIN: JE00B2QKY057 b) Nature of the transaction c) Price(s) and volume(s) d) Aggregated information Vesting of Restricted Stock Units (“RSUs”) in respect of notional Ordinary Shares awarded under the Shire Long Term Incentive Plan 2015 (“LTIP”) on February 26, 2016. In accordance with the rules of the LTIP, upon vesting the number of Ordinary Shares to be delivered was increased by an amount equivalent to the value of dividends paid by the Company in respect of the RSUs from the award date to the date of vesting. (Details of related disposal of Ordinary Shares are referenced in section 5. below.) Price(s) Volume(s) N/A 368 N/A (single transaction) - Aggregated volume e) f) 5. a) - Price Date of the transaction February 27, 2017 Place of the transaction N/A Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted Shire plc Ordinary Shares of 5 pence each (“Ordinary Shares”) Description of the financial instrument, type of instrument Identification code ISIN: JE00B2QKY057 b) Nature of the transaction c) Price(s) and volume(s) d) Aggregated information Automated disposal of Ordinary Shares in relation to the vesting of RSUs referenced in section 4. above. The proceeds of this disposal were used to satisfy personal tax liabilities arising from the vesting of the RSUs. Price(s) Volume(s) £48.31 111 N/A (single transaction) - Aggregated volume e) f) 6. a) - Price Date of the transaction February 27, 2017 Place of the transaction London Stock Exchange Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted Shire plc Ordinary Shares of 5 pence each (“Ordinary Shares”) Description of the financial instrument, type of instrument Identification code ISIN: JE00B2QKY057 b) Nature of the transaction c) Price(s) and volume(s) d) Aggregated information Vesting of Restricted Stock Units (“RSUs”) in respect of notional Ordinary Shares awarded under the Shire Long Term Incentive Plan 2015 (“LTIP”) on February 27, 2015. In accordance with the rules of the LTIP, upon vesting the number of Ordinary Shares to be delivered was increased by an amount equivalent to the value of dividends paid by the Company in respect of the RSUs from the award date to the date of vesting. (Details of related disposal of ADSs are referenced in section 7. below.) Price(s) Volume(s) N/A 302 N/A (single transaction) - Aggregated volume e) f) 7. a) - Price Date of the transaction February 27, 2017 Place of the transaction N/A Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted Shire plc Ordinary Shares of 5 pence each (“Ordinary Shares”) Description of the financial instrument, type of instrument Identification code ISIN: JE00B2QKY057 b) Nature of the transaction c) Price(s) and volume(s) d) Aggregated information Automated disposal of Ordinary Shares in relation to the vesting of RSUs referenced in section 6. above. The proceeds of this disposal were used to satisfy personal tax liabilities arising from the vesting of the RSUs. Price(s) Volume(s) £48.31 91 N/A (single transaction) - Aggregated volume e) f) - Price Date of the transaction Place of the transaction Oliver Strawbridge Senior Assistant Company Secretary February 27, 2017 London Stock Exchange For further information please contact: Investor Relations Ian Karp Robert Coates Media Lisa Adler Debbi Ford [email protected] [email protected] +1 781 482 9018 +44 1256 894874 [email protected] [email protected] +1 617 588 8607 +1 617 949 9083 NOTES TO EDITORS About Shire Shire is the leading global biotechnology company focused on serving people with rare diseases. We strive to develop best-in-class products, many of which are available in more than 100 countries, across core therapeutic areas including Hematology, Immunology, Neuroscience, Ophthalmics, Lysosomal Storage Disorders, Gastrointestinal / Internal Medicine / Endocrine and Hereditary Angioedema; and a growing franchise in Oncology. Our employees come to work every day with a shared mission: to develop and deliver breakthrough therapies for the hundreds of millions of people in the world affected by rare diseases and other high-need conditions, and who lack effective therapies to live their lives to the fullest. www.shire.com