Assertio (ASRT) Form 4 Assertio / Ajay Patel 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^*

Patel Ajay

(Last) (First) (Middle)

ASSERTIO HOLDINGS, INC.

100 SOUTH SAUNDERS ROAD, SUITE 300

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2023

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	05/12/2023		M		38,017	A	$0(1)	131,660	D
Common Stock	05/12/2023		F		16,841(2)	D	$7.65	114,819	D
Common Stock	05/12/2023		M		200,000	A	$0(1)	314,819	D
Common Stock	05/12/2023		F		88,600(2)	D	$7.65	226,219	D
Common Stock	05/12/2023		D		68,263(3)	D	$7.65	157,956	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	$0.0(1)	05/12/2023		M			38,017	(4)	(4)	Common Stock	38,017	$0(5)	76,034	D
Performance-Based Restricted Stock Units	$0.0(1)	05/12/2023		M			200,000	(6)	(6)	Common Stock	200,000	$0(5)	0	D

Explanation of Responses:

1. Each restricted stock unit represents the contingent right to receive one share of common stock. This transaction represents the settlement of vested restricted stock units in shares of common stock or a combination of shares of common stock and cash.

2. Represents shares of common stock withheld for payment of taxes upon the vesting of restricted stock units.

3. In accordance with SEC rules, the settlement of the restricted stock units for cash is reported on this Form 4 as an acquisition of the underlying common stock and a simultaneous disposition to the registrant for cash.

4. On May 12, 2022, the reporting person was granted 114,051 restricted stock units. One-third of these restricted stock units are scheduled to vest on May 12, 2023, 2024, and 2025, assuming continued employment 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.

6. The restricted stock units were fully vested on May 12, 2023, as the trading price of the registrant's common stock exceeded certain stock price targets prior to the eighth calendar day after the registrant releases its earnings for the second quarter of 2025. After taking into effect the 88,600 shares of common stock withheld for payment of taxes, the remainder of the restricted stock unit grant was settled 68,263 shares in cash and 43,137 in shares of common stock.

Remarks:

	/s/ Sam Schlessinger, attorney-in-fact for Ajay Patel	05/15/2023
	** 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).
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