Statement of Changes in Beneficial Ownership (4)
May 16 2022 - 7:13PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
Schwichtenberg Paul |
2. Issuer Name and Ticker or Trading Symbol
Assertio Holdings, Inc.
[
ASRT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP and CFO |
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(Last)
(First)
(Middle)
ASSERTIO HOLDINGS, INC., 100 SOUTH SAUNDERS ROAD, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/12/2022 |
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(Street)
LAKE FOREST, IL 60045
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Restricted Stock Units | $0.0 (1) | 5/12/2022 | | A | | 114051 | | (2) | 5/12/2025 | Common Stock | 114051.0 | $0 (3) | 114051 | D | |
| Stock Option (right to buy) | $2.63 | 5/12/2022 | | A | | 109649 | | (2) | 5/12/2032 | Common Stock | 109649.0 | $0 (3) | 109649 | D | |
| Restricted Stock Units | $0.0 (1) | 5/12/2022 | | A | | 200000 | | (4) | (4) | Common Stock | 200000.0 | $0 (3) | 200000 | D | |
| Stock Option (right to buy) | $2.63 | 5/12/2022 | | A | | 200000 | | (4) | (4) | Common Stock | 200000.0 | $0 (3) | 200000 | D | |
| Explanation of Responses: |
| (1) | Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock. |
| (2) | One-third of these restricted stock units and stock options are scheduled to vest on each of the first three anniversaries of the grant date, assuming continued employment through the applicable vesting date. |
| (3) | 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. |
| (4) | These restricted stock units and stock options will only vest if the trading price of registrant's common stock exceeds certain stock price targets prior to the eighth calendar day after the registrant releases its earnings for the second quarter of 2025. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Schwichtenberg Paul
ASSERTIO HOLDINGS, INC.
100 SOUTH SAUNDERS ROAD, SUITE 300
LAKE FOREST, IL 60045 |
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| SVP and CFO |
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Signatures
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| /s/ Sam Schlessinger, attorney in fact for Paul Schwichtenberg | | 5/16/2022 |
| **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 control number. |
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