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*
Heggestad Mark A
(Last) (First) (Middle)
10700 BREN ROAD WEST
(Street)
MINNETONKA MN 55343
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERICAN MEDICAL SYSTEMS HOLDINGS INC [ AMMD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2011
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 06/17/2011 D 12,672 D (1) 9,506 D
Common Stock 06/17/2011 D 9,506 D (2) 0 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
Stock Option (right to buy) $18.75 06/17/2011 D 175,000 (3) 12/17/2013 Common Stock 175,000 (3) 0 D
Stock Option (right to buy) $14.355 06/17/2011 D 40,000 (4) 03/05/2015 Common Stock 40,000 (4) 0 D
Stock Option (right to buy) $10.825 06/17/2011 D 60,000 (5) 02/09/2016 Common stock 60,000 (5) 0 D
Stock Option (right to buy) $18.46 06/17/2011 D 15,977 (6) 02/11/2017 Common Stock 15,977 (6) 47,933 D
Stock Option (right to buy) $18.46 06/17/2011 D 47,933 (7) 02/11/2017 Common Stock 47,933 (7) 0 D
Stock Option (right to buy) $20.05 06/17/2011 D 59,350 (8) 02/10/2018 Common Stock 59,350 (8) 0 D
Explanation of Responses:
1. Pursuant to the merger of a wholly-owned subsidiary of Endo Pharmaceutials Holdings Inc. ("Endo") with and into American Medical Systems Holdings, Inc. (the "Merger"), such shares were disposed of in exchange for $380,160 in cash.
2. These restricted shares were assumed by Endo in the Merger in exchange for 7,181 restricted shares of Endo common stock, having a market value of $38.32 per share on the effective date of the Merger. The vesting terms of the new Endo restricted stock grants will remain the same as the vesting terms of the old grants.
3. This option, which has vested, was canceled in the Merger in exchange for a cash payment of $1,968,750 representing the difference between the exercise price of the option and the $30.00 per share price.
4. This option, which has vested, was canceled in the Merger in exchange for a cash payment of $625,800 representing the difference between the exercise price of the option and the $30.00 per share price.
5. This option, which has vested, was canceled in the Merger in exchange for a cash payment of $1,150,500 representing the difference between the exercise price of the option and the $30.00 per share price.
6. This option, which vested with respect to 25% of the shares on March 31, 2011 and with respect to the remaining shares, quarterly over the next three years, was canceled with respect to 15,977 shares in the Merger in exchange for a cash payment of $184,374.58 representing the difference between the exercise price of the option and the $30.00 per share price.
7. This option, which vested with respect to 25% of the shares on March 31, 2011 and with respect to the remaining shares, quarterly over the next three years, was assumed by Endo in the Merger and replaced with an option to purchase 36,213 shares of Endo common stock with an exercise price of $24.44 per share.
8. This option, which vested with respect to 25% of the shares on March 31, 2012 and with respect to the remaining shares, quarterly over the next three years, was assumed by Endo in the Merger and replaced with an option to purchase 44,838 shares of Endo common stock with an exercise price of $26.54 per share.
/s/ Mark A. Heggestad 06/21/2011
** Signature of Reporting Person Date
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