0001104659-20-065547.txt : 20200522 0001104659-20-065547.hdr.sgml : 20200522 20200522205652 ACCESSION NUMBER: 0001104659-20-065547 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200520 FILED AS OF DATE: 20200522 DATE AS OF CHANGE: 20200522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TIMMINS MEGAN C. CENTRAL INDEX KEY: 0001733798 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39294 FILM NUMBER: 20907750 MAIL ADDRESS: STREET 1: 600 LEE ROAD STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 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 a4.xml 4 X0306 4 2020-05-20 0 0001808665 Assertio Holdings, Inc. ASRT 0001733798 TIMMINS MEGAN C. C/O ASSERTIO HOLDINGS, INC. 100 SOUTH SAUNDERS ROAD, SUITE 300 LAKE FOREST IL 60045 0 1 0 0 SVP, Gen Csl & Sec Common Stock 2020-05-20 4 A 0 190480 A 190480 D Stock Option (right to buy) 0.60 2020-05-20 4 A 0 211750 A 2030-03-04 Common Stock 211750 211750 D Common stock of Assertio Holdings, Inc. ("Issuer") acquired at the effective time ("Effective Time") of the transactions contemplated in the Agreement and Plan of Merger, dated as of March 16, 2020 (the "Merger Agreement"), by and among Issuer, Zyla Life Sciences ("Zyla") and the other parties thereto. Pursuant to the Merger Agreement, each share of Zyla common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive, and became exchangeable for 2.5 shares of Issuer common stock. Issuer common stock had a market value of approximately $0.80 per share at the close of market immediately prior to the Effective Time. Additionally, all outstanding time-based restricted stock units of Zyla were cancelled and, in exchange therefor, each former holder of any such cancelled restricted stock unit has the right to receive a number of shares of fully vested Issuer common stock (rounded to the nearest whole number) equal to the product of (1) 2.5 and (2) the number of shares of Zyla common stock covered by such restricted stock unit. Totals exclude shares withheld by the Issuer for applicable tax withholdings. At the Effective Time, each outstanding option to purchase shares of Zyla's common stock, whether vested or unvested, that is outstanding immediately prior to the Effective Time was converted into an option to purchase shares of Issuer common stock, on the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration thereof provided for in the relevant Zyla equity plan or in the related award document by reason of the transactions contemplated by the Merger Agreement) as were applicable to such Zyla option as of immediately prior to the Effective Time. The number of shares of Issuer common stock subject to each such Parent option is equal to (1) the number of shares of Zyla common stock subject to the corresponding Zyla option immediately prior to the Effective Time multiplied by (2) 2.5, rounded, if necessary, to the nearest whole share of Issuer common stock, with an exercise per share (rounded to the nearest whole cent) adjusted as provided in the Merger Agreement. /s/ Jennifer Hipelius, attorney-in-fact for Megan Timmins 2020-05-22