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^*

DUBOW LAWRENCE

(Last)

(First)

(Middle)

4955 ORANGE DRIVE

(Street)

DAVIE

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)
11/03/2006

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)
Andrx Group Common Stock	11/03/2006		D		6,000	D	$25⁽¹⁾	0	I	Held in a Family Limited Partnership
Andrx Group Common Stock	11/03/2006		D		25,000	D	$25⁽¹⁾	0	I	Held by the DuBow Family Foundation
Andrx Group Common Stock	11/03/2006		D		19,014	D	$25⁽¹⁾	0	D
Andrx Group Common Stock	11/03/2006		D		18,500	D	$25⁽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)
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)
Employee Stock Option (right to buy)	$58.5	11/03/2006		D			15,000	⁽³⁾	06/01/2010	Andrx Group Common Stock	0	$0.00	0	D
Employee Stock Option (right to buy)	$33.83	11/03/2006		D			15,000	⁽³⁾	02/25/2012	Andrx Group Common Stock	0	$0.00	0	D
Employee Stock Option (right to buy)	$22.94	11/03/2006		D			5,000	⁽⁴⁾	06/13/2013	Andrx Group Common Stock	0	$2.06	0	D
Employee Stock Option (right to buy)	$27.46	11/03/2006		D			5,000	⁽³⁾	06/04/2014	Andrx Group Common Stock	0	$0.00	0	D
Employee Stock Option (right to buy)	$1,255.81	11/03/2006		D			5	⁽³⁾	06/01/2010	Andrx Group Common Stock	0	$0.00	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement in exchange for the right to receive a cash payment equal to $25.00 per share.

2. Represents restricted stock units (RSUs) canceled pursuant to the merger agreement between the Issuer and Watson Pharmaceuticals, Inc. in exchange for the right to receive from Watson or the surviving corporation a cash payment equal to $25.00 multiplied by the number of shares of Andrx Group common stock underlying the RSUs. Each RSU represents the right to acquire one share of Andrx Group common stock. Includes RSUs that vested immediately prior to the effective date of the merger, pursuant to the terms of the merger agreement.

3. These options, which were previously vested, were canceled pursuant to the merger agreement. No payment was received by the Reporting Person in connection with such cancellation because the per share exercise price of each option was higher than $25.00 per share.

4. This option, which previously vested in its entirety, was canceled pursuant to the merger agreement in exchange for the right to receive a cash payment equal to $10,300, representing the excess of $25.00 over the per share exercise price of the option multiplied by the number of shares subject to the option.

Remarks:

	/s/ Lawrence DuBow	11/03/2006
	** 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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