Conan Laughlin Form 4 VIVUS / Conan Laughlin 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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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^*

NORTH TIDE CAPITAL, LLC

(Last) (First) (Middle)

500 BOYLSTON STREET

SUITE 1860

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VIVUS INC [ VVUS ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2017

4. If Amendment, Date of 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

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	02/23/2017		S		150,000	D	$1.1601	12,152,000	I(1)	See Footnote(1)(2)
Common Stock	02/24/2017		S		33,000	D	$1.1365	12,119,000	I(1)	See Footnote(1)(3)
Common Stock	02/27/2017		S		107,000	D	$1.125	12,012,000	I(1)	See Footnote(1)(4)
Common Stock	02/27/2017		S		43,000	D	$1.13	11,969,000	I(1)	See Footnote(1)(5)

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

1. Name and Address of Reporting Person^*

NORTH TIDE CAPITAL, LLC

(Last) (First) (Middle)

500 BOYLSTON STREET

SUITE 1860

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

North Tide Capital Master, LP

(Last) (First) (Middle)

500 BOYLSTON STREET

SUITE 1860

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Laughlin Conan

(Last) (First) (Middle)

500 BOYLSTON STREET

SUITE 1860

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. North Tide Capital, LLC ("North Tide") serves as investment manager for North Tide Capital Master, LP (the "Master Fund") and a managed account (the "Account"). Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.

2. Of the shares sold on February 23, 2017, 138,707 shares were held for the account of the Master Fund, 11,293 shares were held for the account of the Account, and all of such shares may be deemed to have been beneficially owned by North Tide and Mr. Laughlin.

3. Of the shares sold on February 24, 2017, 30,516 shares were held for the account of the Master Fund, 2,484 shares were held for the account of the Account, and all of such shares may be deemed to have been beneficially owned by North Tide and Mr. Laughlin.

4. Of the shares sold on February 27, 2017 at a price of $1.125, 98,945 shares were held for the account of the Master Fund, 8,055 shares were held for the account of the Account, and all of such shares may be deemed to have been beneficially owned by North Tide and Mr. Laughlin.

5. Of the shares sold on February 27, 2017 at a price of $1.13, 39,763 shares were held for the account of the Master Fund, 3,237 shares were held for the account of the Account, and all of such shares may be deemed to have been beneficially owned by North Tide and Mr. Laughlin. As of February 27, 2017, 10,444,345 shares were held for the account of the Master Fund, 1,524,655 shares were held for the account of the Account, and all of such shares may be deemed beneficially owned by North Tide and Mr. Laughlin.

	/s/ NORTH TIDE CAPITAL, LLC by Conan Laughlin, Manager	02/27/2017
	/s/ NORTH TIDE CAPITAL MASTER, LP, by North Tide Capital GP, LLC, Conan Laughlin, Manager	02/27/2017
	/s/ Conan Laughlin, Individually	02/27/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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