SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

JENKINS GEOFFREY

(Last)

(First)

(Middle)

750 ROUTE 202 SOUTH, SUITE 600

(Street)

BRIDGEWATER

08807

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/22/2017

3. Issuer Name and Ticker or Trading Symbol
Valeritas Holdings Inc. [ VLRX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,250⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	05/03/2026	Common Stock	23,312⁽²⁾	$40	D

Explanation of Responses:

1. The shares of restricted stock held by Mr. Jenkins vest on the earliest of (a) the sixth month anniversary of the date on which the issuer's common stock is listed on Nasdaq, (b) May 3, 2019, (c) Mr. Jenkin's termination of service due to Involuntary Termination (as defined in the issuer's 2016 Incentive Compensation Plan (the "Plan")), death or Permanent Disability (as defined in the Plan) and (d) a Change in Control (as defined in the Plan).

2. 33% of the shares underlying the option will vest on May 3, 2017 which is one year after the date of grant. The remaining shares will vest in substantially equal monthly installments over 24 months.

Remarks:

Executive Vice President, Manufacturing Operations and R&D

	/s/ Geoffrey Jenkins	03/24/2017
	** 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 5 (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.