FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Tursi James Patrick
2. Issuer Name and Ticker or Trading Symbol

AUXILIUM PHARMACEUTICALS INC [ AUXL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Medical Officer
(Last)          (First)          (Middle)

C/O AUXILIUM PHARMACEUTICALS, INC., 640 LEE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

1/29/2015
(Street)

CHESTERBROOK, PA 19087
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/29/2015     J (1)    3398   (2) D $0.00   29236   D    
Common Stock   1/29/2015     J (3)    29236   D $36.53   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Nonqualified Employee Stock Option (Right to Buy)   $30.15   1/29/2015     J   (4)       25000    3/23/2010   3/23/2019   Common Stock   25000   $36.53   (4) 0   D    
Nonqualified Employee Stock Option (Right to Buy)   $30.20   1/29/2015     J   (4)       13000    2/28/2011   2/28/2020   Common Stock   13000   $36.53   (4) 0   D    
Nonqualified Employee Stock Option (Right to Buy)   $22.04   1/29/2015     J   (4)       2438    2/17/2012   2/17/2021   Common Stock   2438   $36.53   (4) 0   D    
Nonqualified Employe Stock Option (Right to Buy)   $14.10   1/29/2015     J   (4)       12500    8/8/2012   8/8/2021   Common Stock   12500   $36.53   (4) 0   D    
Nonqualified Employee Stock Option (Right to Buy)   $19.51   1/29/2015     J   (4)       28500    2/14/2013   2/13/2022   Common Stock   28500   $36.53   (4) 0   D    
Nonqualified Employee Stock Option (Right to Buy)   $18.30   1/29/2015     J   (4)       24750    2/7/2014   2/7/2023   Common Stock   24750   $36.53   (4) 0   D    
Nonqualified Employee Stock Option (Right to Buy)   $28.30   1/29/2015     J   (4)       35000    2/18/2015   2/17/2024   Common Stock   35000   $36.53   (4) 0   D    

Explanation of Responses:
( 1)  In accordance with the provisions of the Amended and Restated Agreement and Plan of Merger, dated as of November 17, 2014 (the "Merger Agreement"), among Auxilium Pharmaceuticals, Inc., Endo International plc, Endo U.S. Inc., and Avalon Merger Sub Inc., as of the effective time of the closing of the merger on January 29, 2015, these shares were exchanged for consideration comprised of a mix of cash and shares of Endo International plc, as determined pursuant to the Merger Agreement.
( 2)  Includes 730 shares acquired under the Auxilium Pharmaceuticals, Inc. 2006 Employee Stock Purchase Plan.
( 3)  In accordance with the provisions of the Amended and Restated Agreement and Plan of Merger, dated as of November 17, 2014 (the "Merger Agreement"), among Auxilium Pharmaceuticals, Inc., Endo International plc, Endo U.S. Inc., and Avalon Merger Sub Inc., as of the effective time of the closing of the merger on January 29, 2015, these restricted stock units were cancelled in exchange for a cash payment determined pursuant to the Merger Agreement.
( 4)  In accordance with the provisions of the Amended and Restated Agreement and Plan of Merger, dated as of November 17, 2014 (the "Merger Agreement"), among Auxilium Pharmaceuticals, Inc., Endo International plc, Endo U.S. Inc., and Avalon Merger Sub Inc., as of the effective time of the closing of the merger on January 29, 2015, these options were cancelled in exchange for a cash payment determined pursuant to the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Tursi James Patrick
C/O AUXILIUM PHARMACEUTICALS, INC.
640 LEE ROAD
CHESTERBROOK, PA 19087


Chief Medical Officer

Signatures
/s/ Michael J. Purvis, as attorney-in-fact on behalf of James P. Tursi, M.D. 1/30/2015
** 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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