SEC FORM 4

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^*

Rudio Daniel

(Last)

(First)

(Middle)

C/O ENDO HEALTH SOLUTIONS INC.

1400 ATWATER DRIVE

(Street)

MALVERN

19355

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENDO HEALTH SOLUTIONS INC. [ ENDP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Controller

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value, $0.01 per share	02/27/2013⁽¹⁾		S		448	D	$29.88⁽²⁾	526⁽³⁾	D
Common Stock, par value, $0.01 per share	02/27/2013⁽¹⁾		S		322	D	$29.88⁽²⁾	526⁽³⁾	D
2010 Stock Incentive Plan Restricted Stock Units (RSU)⁽⁴⁾	02/27/2013		A		2,727	A	⁽⁵⁾	2,727	D
Common Stock, par value, $0.01 per share	02/28/2013⁽¹⁾		S		520	D	$30.91⁽⁶⁾	526⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2010 Stock Incentive Plan Stock Options	$30.8	02/27/2013		A		3,012		⁽⁷⁾	02/27/2020	Common Stock	3,012	⁽⁵⁾	3,012	D

Explanation of Responses:

1. This sale was made pursuant to an election made by Mr. Rudio in September 2012 to sell all shares upon vesting.

2. $29.88 represents the average price of the shares sold on February 27, 2013.

3. The remainder of Mr. Rudio's beneficially owned shares are a result of common stock purchases in the ordinary course of business through the Company's qualified Employee Stock Purchase Plan (ESPP).

4. Upon each vesting date, each vested restricted stock unit automatically converts into one (1) share of Endo Health Solutions Inc. common stock. These restricted stock units (RSUs) are generally exercisable 25% per year on each of February 27, 2014, February 27, 2015, February 27, 2016 and February 27, 2017. Upon vesting, we consider the underlying RSUs to be expired.

5. These securities were granted to Mr. Rudio in consideration of his services as the Principal Accounting Officer of Endo Health Solutions Inc.

6. $30.91 represents the average price of the shares sold on February 28, 2013.

7. These stock options are generally exercisable 25% per year on each of February 27, 2014, February 27, 2015, February 27, 2016 and February 27, 2017.

Remarks:

	/s/ Caroline B. Manogue, by Power of Attorney	03/01/2013
	** 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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