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*
DUBOW LAWRENCE
(Last) (First) (Middle)
4955 ORANGE DRIVE
(Street)
DAVIE FL 3314
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ANDRX CORP /DE/ [ ADRX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2005
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
Andrx Group Common Stock 12/19/2005 12/19/2005 G(1) 25,000 D (1) 15,016 D
Andrx Group Common Stock 12/19/2005 12/19/2005 G(1) 25,000 A (1) 25,000 I Held by DuBow family foundation
Andrx Group Common Stock 6,000 I Held in a family limited partnership
Andrx Group Common Stock 10,000(2)(3) D
Andrx Group Common Stock 5,000(3)(4) D
Andrx Group Common Stock 2,500(3)(5) 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
Explanation of Responses:
1. Gift of 25,000 shares from the reporting person to the reporting person's family foundation.
2. On March 17, 2005, Andrx Corporation granted the reporting person 10,000 Restricted Stock Units (RSUs), with each unit representing the right to acquire one share of Andrx Group common stock. The shares underlying these units vest in installments of 4,000 on March 17, 2006 and 1,500 on each of March 17, 2007, 2008, 2009 and 2010.
3. Upon vesting, a portion of the vested shares may be withheld to satisfy applicable taxes.
4. Andrx Corporation granted the reporting person 5,000 RSUs on June 13, 2003 which vest as follows: (i) if the director has at least five years of total Board service on the date of such separation, such grant shall vest in its entirety, (ii) if such director has less than five years of total Board service on the date of such separation, then only a prorated portion of the grant shall vest, with such proration being equal to the product of the number of RSUs granted multiplied by a fraction, the numerator of which is the number of complete months of Board service following the date of grant, and the denominator of which is sixty (60), and (iii) notwithstanding (i) or (ii) above, no portion of such grant shall vest if such separation occurs within 12 months of date of grant and no portion of the Andrx common stock underlying (or representing) the vested restricted stock unit may be sold until at least ninety days after the date of such director's separation from Board.
5. Andrx Corporation granted the reporting person 2,500 RSUs on June 4, 2004 which vest as follows: (i) if the director has at least five years of total Board service on the date of such separation, such grant shall vest in its entirety, (ii) if such director has less than five years of total Board service on the date of such separation, then only a prorated portion of the grant shall vest, with such proration being equal to the product of the number of RSUs granted multiplied by a fraction, the numerator of which is the number of complete months of Board service following the date of grant, and the denominator of which is sixty (60), and (iii) notwithstanding (i) or (ii) above, no portion of such grant shall vest if such separation occurs within 12 months of date of grant and no portion of the Andrx common stock underlying (or representing) the vested restricted stock unit may be sold until at least ninety days after the date of such director's separation from Board.
Remarks:
/s/ Lawrence J. DuBow 12/20/2005
** 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 Number.