Luo Mary Z. Form 4 Amphastar Pharmaceuticals / Mary Z. Luo 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^*

Zhang Jack Y.

(Last) (First) (Middle)

C/O AMPHASTAR PHARMACEUTICALS, INC.

11570 6TH STREET

(Street)

RANCHO CUCAMONGA, CA 91730

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Amphastar Pharmaceuticals, Inc. [ AMPH ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO & Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024

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	03/15/2024		M		722,046	A	$12.46	2,858,043	D
Common Stock	03/15/2024		F		408,721(1)	D	$43.05	2,449,322	D
Common Stock	03/17/2024		F		15,768(2)	D	$43.05	2,433,554	D
Common Stock	03/15/2024		M		310,930	A	$12.46	1,439,466	I	See footnote(3)
Common Stock	03/15/2024		F		202,658(4)	D	$43.05	1,236,808	I	See footnote(3)
Common Stock	03/17/2024		F		7,052(2)	D	$43.05	1,229,756	I	See footnote(3)
Common Stock								6,827,679	I	See footnote(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
Employee Stock Option (right to buy)	$12.46	03/15/2024		M			722,046	(6)	03/17/2024	Common Stock	722,046	$0	0	D
Employee Stock Option (right to buy)	$12.46	03/15/2024		M			310,930	(6)	03/17/2024	Common Stock	310,930	$0	0	I	See footnote(3)

1. Name and Address of Reporting Person^*

Zhang Jack Y.

(Last) (First) (Middle)

C/O AMPHASTAR PHARMACEUTICALS, INC.

11570 6TH STREET

(Street)

RANCHO CUCAMONGA, CA 91730

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Luo Mary Z.

(Last) (First) (Middle)

C/O AMPHASTAR PHARMACEUTICALS, INC.

11570 6TH STREET

(Street)

RANCHO CUCAMONGA CA 91730

(City) (State) (Zip)

Explanation of Responses:

1. Consists of 399,187 shares withheld to pay the exercise price and withholding taxes incurred in connection with the exercise of 622,046 options and 9,534 shares withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.

2. The reported shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of RSUs.

3. The securities are held of record by Mary Z. Luo. The reporting persons are husband and wife.

4. Consists of 198,640 shares withheld to pay the exercise price and withholding taxes incurred in connection with the option exercise and 4,018 shares withheld to satisfy the reporting person's tax liability in connection with the vesting of RSUs.

5. The shares are held of record by Applied Physics & Chemistry Laboratories, Inc., of which the reporting persons and The Bill Luobei Zhang 2004 Irrevocable Trust are the sole owners.

6. Shares subject to the option are fully vested and immediately exercisable.

	/s/ Eva Wen, by power of attorney for Jack Y. Zhang	03/19/2024
	/s/ Eva Wen, by power of attorney for Mary Z. Luo	03/19/2024
	** Signature of Reporting Person	Date
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