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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
2004 Stock Incentive Plan Stock Options (NQ) | $ 25.02 | 04/24/2013 | M | 12,500 | (3) | 04/29/2018 | Common Stock | 12,500 | $ 0 (4) | 0 | D | ||||
2007 Stock Incentive Plan Stock Options (NQ) | $ 19.93 | 04/24/2013 | M | 61,206 | (5) | 02/26/2019 | Common Stock | 61,206 | $ 0 (4) | 0 | D | ||||
2004 Stock Incentive Plan Stock Options (NQ) | $ 20.61 | 04/24/2013 | M | 31,484 | (6) | 02/19/2020 | Common Stock | 31,484 | $ 0 (4) | 15,742 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gergel Ivan P. C/O ENDO HEALTH SOLUTIONS INC. 1400 ATWATER DRIVE MALVERN, PA 19355 |
EVP, R&D and CSO |
/s/ Caroline B. Manogue, by power of attorney | 04/26/2013 | |
**Signature of Reporting Person | Date |
* | 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) | On March 5, 2013, Dr. Gergel placed 105,190 of the shares underlying his stock options and 33,035 shares of common stock, which he had obtained upon vesting of certain restricted stock units and performance share units, into a 10b5-1 pre-set selling program (the "Gergel Pre-Set Selling Program"). The Gergel Pre-Set Selling Program's initial termination date was the earlier of March 5, 2014 or the date all shares under the program were sold. The options exercised and the shares sold here were sold pursuant to the Gergel Pre-Set Selling Program, which leaves no remaining shares (underlying options or otherwise) in the current Gergel Pre-Set Selling Program. |
(2) | This represents the average price at which Dr. Gergel's common shares were sold on on April 24, 2013 with respect to each reported transaction. |
(3) | Dr. Gergel's stock options that were granted under the 2004 Stock Incentive Plan on April 29, 2008 were generally exercisable 25% per year on each of April 29, 2009, April 29, 2010, April 29, 2011 and April 29, 2012. The 12,500 stock options that were exercised now are those that became exercisable on April 29, 2012. |
(4) | These securities were granted to Dr. Gergel in consideration of his services as the Executive Vice President, Research & Development of Endo Health Solutions Inc. |
(5) | Dr. Gergel's stock options that were granted under the 2007 Stock Incentive Plan on February 26, 2009 were generally exercisable 25% per year on each of February 26, 2010, February 26, 2011, February 26, 2012 and February 26, 2013. The 61,206 stock options that were exercised now are those that became exercisable on February 26, 2012 and February 26, 2013. |
(6) | Dr. Gergel's stock options that were granted under the 2004 Stock Incentive Plan on February 19, 2010 are generally exercisable 25% per year on each of February 19, 2011, February 19, 2012, February 19, 2013 and February 19, 2014. The 31,484 stock options that were exercised now are those that became exercisable on February 19, 2012 and February 19, 2013. |