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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Assertio Holdings, Inc. [ ASRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/31/2023 | A | 52,642 | A | (1)(2) | 52,642 | D | |||
Common Stock | 07/31/2023 | A | 34,767(3) | A | $0 | 87,409 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $5.69 | 07/31/2023 | A | 5,005 | (4) | 07/31/2033 | Common Stock | 5,005 | $0(5) | 5,005 | D |
Explanation of Responses: |
1. On July 31, 2023, pursuant to the terms of an Agreement and Plan of Merger, dated as of April 24, 2023 (the "Merger Agreement"), by and among the Issuer, Spectrum Pharmaceuticals, Inc. ("Spectrum") and Spade Merger Sub 1, Inc. ("Merger Sub"), Merger Sub merged with and into Spectrum, with Spectrum continuing as the surviving corporation and as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger, each share of Spectrum common stock issued and outstanding immediately prior to the effective time automatically converted into (i) 0.1783 of a newly issued share of the Issuer's Common Stock, without interest, plus the right, if any, to receive cash in lieu of fractional shares, and (ii) one non-tradeable contingent value right ("CVR"). |
2. The CVRs represent contractual, contingent rights to receive milestone payments in the form of future conditional payments worth up to an aggregate maximum amount of $0.20, which amount is settleable in cash, additional shares of the Issuer's Common Stock or a combination of cash and additional shares of Common Stock, at the Issuer's sole discretion, upon the achievement of certain sales milestones related to Spectrum's product ROLVEDON. The minimum payment on each CVR is zero and the maximum payment is $0.20. |
3. Restricted stock units were granted in accordance with the Issuer's Nonemployee Director Compensation & Grant Policy on the date the Issuer appointed the Reporting Person to serve on its Board of Directors in accordance with the Merger Agreement. One-third of these restricted stock units are scheduled to vest on each of July 31, 2024, 2025 and 2026, assuming continued service through the applicable vesting date. |
4. Stock options were granted in accordance with the Issuer's Nonemployee Director Compensation & Grant Policy on the date the Issuer appointed the Reporting Person to serve on its Board of Directors in accordance with the Merger Agreement. One-third of these stock options are scheduled to vest on each of July 31, 2024, 2025 and 2026, assuming continued service through the applicable vesting date. |
5. These derivative securities were granted to the reporting person, and were not sold to the reporting person. As such, the reporting person did not pay any consideration for these derivative securities. |
/s/ Sam Schlessinger, Attorney-in-fact for Jeffrey L. Vacirca | 08/02/2023 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |