Assertio (ASRT) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

CR Group L.P.

(Last) (First) (Middle)

1000 MAIN ST.

SUITE 2500

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/20/2020

3. Issuer Name and Ticker or Trading Symbol
Assertio Holdings, Inc. [ ASRT ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11,467,185(1)	I	By Loan Security Holdings I LLC(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	(3)	(3)	Common Stock	6,091,148	0.0004	I	By Loan Security Holdings I LLC(2)

1. Name and Address of Reporting Person^*

CR Group L.P.

(Last) (First) (Middle)

1000 MAIN ST.

SUITE 2500

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRG Partners III - Parallel Fund (A) L.P.

(Last) (First) (Middle)

1000 MAIN ST.

SUITE 2500

(Street)

HOUSTON PA 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRG Partners III - Parallel Fund B (Cayman) L.P.

(Last) (First) (Middle)

1000 MAIN ST.

SUITE 2500

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRG Partners III (Cayman) Lev AIV I L.P.

(Last) (First) (Middle)

1000 MAIN ST.

SUITE 2500

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRG Partners III (Cayman) Unlev AIV I L.P.

(Last) (First) (Middle)

1000 MAIN ST.

SUITE 2500

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRG Partners III L.P.

(Last) (First) (Middle)

1000 MAIN ST.

SUITE 2500

(Street)

HOUSTON PA 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Loan Security Holdings I LLC

(Last) (First) (Middle)

1000 MAIN ST.

SUITE 2500

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. Acquired pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 16, 2020, by and among Zyla Life Sciences ("Zyla") and Assertio Therapeutics, Inc., a Delaware corporation, the Issuer, Zebra Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer and Alligator Merger Sub, Inc., a Delaware corporation, whereby each share of Zyla common stock was cancelled and converted into the right to receive 2.5 shares of the Issuer's common stock having a market value of $0.80 per share, the closing price on the day prior to the effective date of the merger, as provided in the Merger Agreement.

2. The securities are held by Loan Security Holdings I LLC, a wholly owned LLC held by CRG Partners III - Parallel Fund "A" L.P., CRG Partners III - Parallel Fund "B" (Cayman) L.P., CRG Partners III (Cayman) Lev AIV I L.P., CRG Partners III (Cayman) Unlev AIV I L.P., and CRG Partners III L.P. (collectively, the "CRG Entities"). CRG Entities collectively hold all of the issued and outstanding shares of Loan Security Holdings I LLC. CR Group L.P. may be deemed to beneficially own the Shares and the Warrants by virtue of its position as the investment manager for the CRG Entities.

3. Acquired pursuant to the Merger Agreement in exchange for a warrant to acquire Zyla common stock. The warrants do not have an expiration date.

Remarks:

	/s/ Nathan D. Hukill, authorized signatory for CR Group L.P. and each of the CRG Entities	05/28/2020
	/s/ Andrei Dorenbaum, authorized signatory for Loan Security Holdings I LLC	05/28/2020
	** 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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