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