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 * PERRIGO Co plc   2. Issuer Name and Ticker or Trading Symbol Prothena Corp plc [PRTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) TREASURY BUILDING, LOWER GRAND CANAL STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/03/2014 (Street) DUBLIN 2, L2  4. If Amendment, Date 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 (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 02/03/2014   S   3,182,253 (1) D $ 24.96 (2) 0 I (3) Indirect (3)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PERRIGO Co plc TREASURY BUILDING LOWER GRAND CANAL STREET DUBLIN 2, L2		X
ELAN CORP PLC TREASURY BUILDING LOWER GRAND CANAL STREET DUBLIN 2, L2 00000		X
Elan Science One Ltd TREASURY BUILDING LOWER GRAND CANAL STREET DUBLIN, L2 DUBLIN 2		X

Signatures

/s/ Judy L. Brown		02/04/2014
**Signature of Reporting Person		Date
/s/ William F. Daniel		02/04/2014
**Signature of Reporting Person		Date
/s/ William F. Daniel		02/04/2014
**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)	The shares were sold by Elan Science One Limited ("ES1") in connection with a marketed underwritten registered offering pursuant to a shelf registration statement on Form S-3 filed by Prothena Corporation plc with the Securities and Exchange Commission (the "SEC") on January 17, 2014, which the SEC declared effective on January 24, 2014 (File No. 333-193416).
(2)	Represents a price to the public of $26.00 per ordinary share less the underwriting discount.
(3)	Shares directly owned by ES1. ES1 is an indirect, wholly-owned subsidiary of Perrigo Company plc and Elan Corporation Limited (formerly Elan Corporation, plc).
Remarks: Exhibit 99.1 - Joint Filer Information

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