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^*

Sweeney Edward J

(Last)

(First)

(Middle)

C/O ENDO PHARMACEUTICALS HOLDINGS INC.

100 ENDO BOULEVARD

(Street)

CHADDS FORD

19317

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENDO PHARMACEUTICALS HOLDINGS INC [ ENDP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2010

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)
Common Stock, par value $.01 per share	02/22/2010		M		695	A	$0.00⁽¹⁾	695	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)
2007 Stock Incentive Plan Restricted Stock Units(RSUs)	⁽²⁾	02/22/2010		M			695	02/22/2010	02/22/2010⁽³⁾	Common Stock	695	$0.00	1,389	D
2007 Stock Incentive Plan Restricted Stock Units(RSUs)	⁽²⁾	02/19/2010		A		4,677		⁽⁴⁾	02/19/2014⁽⁴⁾	Common Stock	4,677	$0.00⁽⁵⁾	4,677	D
2007 Stock Incentive Plan Stock Options⁽⁶⁾	$20.61	02/19/2010		A		13,276		⁽⁷⁾	02/19/2020	Common Stock	13,276	$0.00⁽⁵⁾	13,276	D

Explanation of Responses:

1. This represents the vesting of restricted stock units granted to Mr. Sweeney on February 21, 2008. Upon each vesting date, each vested restricted stock unit automatically converts into one (1) share of common stock of Endo Pharmaceuticals Holdings Inc.

2. Upon each vesting date, each vested restricted stock unit automatically converts into one (1) share of common stock of Endo Pharmaceuticals Holdings Inc.

3. Twenty-five percent (25%) of Mr. Sweeney's February 21, 2008 grant of restricted stock units (RSUs) generally vest 25% on each of February 21, 2009, February 21, 2010, February 21, 2011 and February 21, 2012. The 695 shown here is the amount that vested on February 22, 1010 (since February 21, 2010 was a Sunday). Upon vesting, we consider the underlying RSUs to be expired.

4. These restricted stock units (RSUs) generally vest 25% per year on each of February 19, 2011, February 19, 2012, February 19, 2013 and February 19, 2014. Upon vesting, we consider the underlying RSUs to be expired.

5. These securities were granted to Mr. Sweeney in consideration of his services as the Principal Accounting Officer of Endo Pharmaceuticals Holdings Inc.

6. Representing the right to buy shares of common stock, par value $.01 per share, of Endo Pharmaceuticals Holdings Inc.

7. These stock options are generally exercisable 25% per year on each of February 19, 2011, February 19, 2012, February 19, 2013 and February 19, 2014.

Remarks:

	/s/ Caroline B. Manogue, by Power of Attorney	02/23/2010
	** 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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