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^*

ENDO PHARMACEUTICALS HOLDINGS INC

(Last)

(First)

(Middle)

100 ENDO BOULEVARD

(Street)

CHADDS FORD

19317

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INDEVUS PHARMACEUTICALS INC [ IDEV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 $.001 per share	02/24/2009		P		2,911,002⁽¹⁾	A	⁽²⁾	57,919,151⁽³⁾	D⁽²⁾
Common Stock, par value $.001 per share	02/25/2009		P		10,660⁽¹⁾	A	⁽²⁾	57,929,811⁽⁴⁾	D⁽²⁾
Common Stock, par value $.001 per share	02/26/2009		P		190,162⁽¹⁾	A	⁽²⁾	58,119,973⁽⁵⁾	D⁽²⁾
Common Stock, par value $.001 per share	02/27/2009		P		1,097,646⁽¹⁾	A	⁽²⁾	59,216,619⁽⁶⁾	D⁽²⁾
Common Stock, par value $.001 per share	03/02/2009		P		226,812⁽¹⁾	A	⁽²⁾	59,443,431⁽⁷⁾	D⁽²⁾
Common Stock, par value $.001 per share	03/03/2009		P	V	160,747⁽¹⁾	A	⁽²⁾	59,604,178⁽⁸⁾	D⁽²⁾
Common Stock, par value $.001 per share	03/04/2009		P	V	3,500⁽¹⁾	A	⁽²⁾	59,607,678⁽⁹⁾	D⁽²⁾

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)

1. Name and Address of Reporting Person^*

ENDO PHARMACEUTICALS HOLDINGS INC

(Last)

(First)

(Middle)

100 ENDO BOULEVARD

(Street)

CHADDS FORD

19317

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BTB Purchaser Inc.

(Last)

(First)

(Middle)

100 ENDO BOULEVARD

(Street)

CHADDS FORD

19317

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On February 23, 2009, Endo and Purchaser announced the commencement of a subsequent offering period, during which these Shares were tendered and accepted for payment. Certain of these Shares were previously delivered through notices of guaranteed delivery during the tender offer.

2. Pursuant to the terms of the Agreement & Plan of Merger, dated as of Jan. 5, 2009, by and among Endo Pharmaceuticals Holdings Inc. ("Endo"), BTB Purchaser Inc. ("BTB") and Indevus Pharmaceuticals, Inc. ("Indevus"), Endo (through BTB) commenced a cash tender offer to purchase all of the issued and outstanding shares fo the common stock of Indevus (the "Shares") at a price of $4.50 per share, without interest, plus contractual rights to receive up to an additional $3.00 per Share in contingent cash consideration payments. The initial tender offer period expired at 5:00 p.m.(ET), Fri., Feb. 20, 2009, at which time approximately 55,008, 149 Shares had been validly tendered and not withdrawn pursuant to the tender offer and such Shares were accepted for purchase by the Purchaser on Feb. 23, 2009; such number represents the number of Shares in which the Reporting Person has a beneficial interest as of that date.

3. The Shares purchased represent approximately 72.877% of Indevus' outstanding Shares.

4. The Shares purchased represent approximately 72.890% of Indevus' outstanding Shares.

5. The Shares purchased represent approximately 73.129% of Indevus' outstanding Shares.

6. The Shares purchased represent approximately 74.509% of Indevus' outstanding Shares.

7. The Shares purchased represent approximately 74.759% of Indevus' outstanding Shares.

8. The Shares purchased represent approximately 74.997% of Indevus' outstanding Shares.

9. The Shares purchased represent approximately 75.001% of Indevus' outstanding Shares.

Remarks:

	/s/ Caroline B. Manogue	03/04/2009
	Caroline B. Manogue	03/04/2009
	** 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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