Impax Laboratories (IPXL) Form 4 Impax Laboratories / MICHAEL NESTOR ownership change

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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X

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^*

NESTOR MICHAEL

(Last) (First) (Middle)

C/O IMPAX LABORATORIES, LLC

30831 HUNTWOOD AVENUE

(Street)

HAYWARD CA 94544

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Impax Laboratories, LLC [ IPXL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Impax Specialty

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2018

4. If Amendment, Date of 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

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
Common Stock	05/04/2018		D		56,796(1)	D	(1)	0	D
Restricted Common Stock	05/04/2018		D		19,728(2)	D	(2)	0	D

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
Stock Option (Right to Buy)	$9.35	05/04/2018		D			56,232(3)	(3)	03/02/2027	Common Stock	56,232	(3)	0	D
Stock Option (Right to Buy)	$33.27	05/04/2018		D			52,801(3)	(3)	02/26/2026	Common Stock	52,801	(3)	0	D
Stock Option (Right to Buy)	$40.7	05/04/2018		D			47,500(3)	(3)	02/26/2025	Common Stock	47,500	(3)	0	D
Stock Option (Right to Buy)	$25.24	05/04/2018		D			55,000(3)	(3)	05/14/2024	Common Stock	55,000	(3)	0	D
Stock Option (Right to Buy)	$17.99	05/04/2018		D			52,000(3)	(3)	05/15/2023	Common Stock	52,000	(3)	0	D
Stock Option (Right to Buy)	$20.9	05/04/2018		D			32,500(3)	(3)	05/23/2022	Common Stock	32,500	(3)	0	D
Stock Option (Right to Buy)	$27.97	05/04/2018		D			32,500(3)	(3)	05/11/2021	Common Stock	32,500	(3)	0	D
Stock Option (Right to Buy)	$20.3	05/04/2018		D			32,500(3)	(3)	05/26/2020	Common Stock	32,500	(3)	0	D
Stock Option (Right to Buy)	$6.55	05/04/2018		D			16,250(3)	(3)	05/20/2019	Common Stock	16,250(3)	(3)	0	D

Explanation of Responses:

1. Common Stock disposed of pursuant to the terms of the Business Combination Agreement, dated as of October 17, 2017 (the "BCA"), by and among Impax Laboratories, Inc., Atlas Holdings, Inc. ("Holdco"), K2 Merger Sub Corporation and Amneal Pharmaceuticals LLC, as amended by Amendment No. 1, dated as of November 21, 2017, and Amendment No. 2, dated as of December 16, 2017, according to which each share of Common Stock held by the reporting person was converted into the right to receive one share of Class A common stock of Holdco ("Class A Common Stock").

2. Shares of restricted common stock disposed of pursuant to the terms of the BCA, according to which each share of restricted stock held by the reporting person fully vested and was exchanged for one share of Class A Common Stock. Amount represents net amount of shares exchanged after required tax withholding with respect to such vesting.

3. Options disposed of pursuant to the terms of the BCA, according to which each Option held by the reporting person fully vested and was exchanged for an option to acquire a number of shares of Class A Common Stock equal to the number of shares of Common Stock subject to such Option in connection with the closing of the transactions contemplated by the BCA, at a per-share exercise price equal to the per-share exercise price of such Option.

Remarks:

The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person.

	/s/ Wenchi Liu, by Power of Attorney	05/08/2018
	** 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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