0001104659-23-086925.txt : 20230802
0001104659-23-086925.hdr.sgml : 20230802
20230802184517
ACCESSION NUMBER: 0001104659-23-086925
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230731
FILED AS OF DATE: 20230802
DATE AS OF CHANGE: 20230802
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Vacirca Jeff L
CENTRAL INDEX KEY: 0001724161
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39294
FILM NUMBER: 231137495
MAIL ADDRESS:
STREET 1: 4747 EXECUTIVE DRIVE
STREET 2: SUITE 510
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Assertio Holdings, Inc.
CENTRAL INDEX KEY: 0001808665
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 850598378
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 100 S. SAUNDERS ROAD
STREET 2: SUITE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
BUSINESS PHONE: (224) 419-7106
MAIL ADDRESS:
STREET 1: 100 S. SAUNDERS ROAD
STREET 2: SUITE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
4
1
tm2322708-2_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2023-07-31
0
0001808665
Assertio Holdings, Inc.
ASRT
0001724161
Vacirca Jeff L
ASSERTIO HOLDINGS, INC.
100 SOUTH SAUNDERS ROAD, SUITE 300
LAKE FOREST
IL
60045
1
0
0
0
0
Common Stock
2023-07-31
4
A
0
52642
A
52642
D
Common Stock
2023-07-31
4
A
0
34767
0
A
87409
D
Stock Option (right to buy)
5.69
2023-07-31
4
A
0
5005
0
A
2033-07-31
Common Stock
5005
5005
D
On July 31, 2023, pursuant to the terms of an Agreement and Plan of Merger, dated as of April 24, 2023 (the "Merger Agreement"), by and among the Issuer, Spectrum Pharmaceuticals, Inc. ("Spectrum") and Spade Merger Sub 1, Inc. ("Merger Sub"), Merger Sub merged with and into Spectrum, with Spectrum continuing as the surviving corporation and as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger, each share of Spectrum common stock issued and outstanding immediately prior to the effective time automatically converted into (i) 0.1783 of a newly issued share of the Issuer's Common Stock, without interest, plus the right, if any, to receive cash in lieu of fractional shares, and (ii) one non-tradeable contingent value right ("CVR").
The CVRs represent contractual, contingent rights to receive milestone payments in the form of future conditional payments worth up to an aggregate maximum amount of $0.20, which amount is settleable in cash, additional shares of the Issuer's Common Stock or a combination of cash and additional shares of Common Stock, at the Issuer's sole discretion, upon the achievement of certain sales milestones related to Spectrum's product ROLVEDON. The minimum payment on each CVR is zero and the maximum payment is $0.20.
Restricted stock units were granted in accordance with the Issuer's Nonemployee Director Compensation & Grant Policy on the date the Issuer appointed the Reporting Person to serve on its Board of Directors in accordance with the Merger Agreement. One-third of these restricted stock units are scheduled to vest on each of July 31, 2024, 2025 and 2026, assuming continued service through the applicable vesting date.
Stock options were granted in accordance with the Issuer's Nonemployee Director Compensation & Grant Policy on the date the Issuer appointed the Reporting Person to serve on its Board of Directors in accordance with the Merger Agreement. One-third of these stock options are scheduled to vest on each of July 31, 2024, 2025 and 2026, assuming continued service through the applicable vesting date.
These derivative securities were granted to the reporting person, and were not sold to the reporting person. As such, the reporting person did not pay any consideration for these derivative securities.
/s/ Sam Schlessinger, Attorney-in-fact for Jeffrey L. Vacirca
2023-08-02