Megan C. Timmins Form 4 Zyla Life Sciences / MEGAN C. TIMMINS 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^*

TIMMINS MEGAN C.

(Last) (First) (Middle)

600 LEE ROAD, SUITE 100

(Street)

WAYNE PA 19087

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zyla Life Sciences [ ZCOR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2020

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	03/01/2020		M		21,285(1)	A	$1.5	21,285	D
Common Stock	03/01/2020		M		18,810(1)	A	$1.5	40,095	D
Common Stock	03/01/2020		F		10,805(2)	D	$1.5	29,290	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
Restricted Stock Units	(3)	03/01/2020		M		21,285		(4)	(4)	Common Stock	21,285	$0	0	D
Restricted Stock Units	(3)	03/01/2020		M		18,810		(5)	(5)	Common Stock	18,810	$0	0	D

Explanation of Responses:

1. Performance-based restricted stock units granted on March 26, 2019 that vested based on 99% attainment of corporate goals. The restricted stock units represent the right to receive an equal number of shares of Common Stock issued pursuant to the Zyla Life Sciences 2019 Stock-Based Incentive Compensation Plan. The shares are convertible into Common Stock immediately.

2. Represents shares withheld to pay taxes applicable to vesting of restricted stock units.

3. Restricted Stock Units convert into Common Stock on a one-for-one basis.

4. On March 26, 2019 the reporting person was granted 43,000 performance-based restricted stock units that were eligible to vest 1/2 on March 1, 2020 and 1/2 on March 1, 2021, subject to the Company's achievement of at least 75% of its 2019 Corporate Goals, as set by the Board in March 2019, with the exact number of performance-based RSUs vesting pro-rated based on the level of achievement between 75% and 100%.

5. On March 26, 2019 the reporting person was granted 19,000 performance-based restricted stock units that were eligible to vest on March 1, 2020, subject to the Company's achievement of at least 75% of its 2019 Corporate Goals, as set by the Board in March 2019, with the exact number of performance-based RSUs vesting pro-rated based on the level of achievement between 75% and 100%.

	Megan Timmins	03/02/2020
	** Signature of Reporting Person	Date
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