UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Upadhyay Suketu C/O ENDO HEALTH SOLUTIONS INC. 1400 ATWATER DRIVE MALVERN, PA 19355 |
 |  |  EVP, Chief Financial Officer |  |
/s/ Caroline B. Manogue, by power of attorney | 10/02/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | Upon each vesting date, each vested restricted stock unit automatically converts into one (1) share of common stock of Endo Health Solutions Inc. |
(2) | These restricted stock units (RSUs) generally vest 33-1/3% on each of September 24, 2014, September 24, 2015 and September 24, 2016. Upon vesting, we consider the underlying RSUs to be expired. |
(3) | These securities were granted to Mr. Upadhyay in connection with his commencement of employment in consideration of his anticipated services as the Executive Vice President and Chief Financial Officer of Endo Health Solutions Inc. |
(4) | These performance shares vest on September 24, 2016 upon the Company achieving certain shareholder return targets over the period beginning on September 24, 2013 and ending on September 24, 2016. |
(5) | Represents target quantity of shares issuable. The exact number of shares issuable will be determined on achievement of certain shareholder return targets over a cumulative 3-year period, as determined by the Board of Directors of Endo Health Solutions Inc. Mr. Upadhyay can earn between 0% and 300% of the target shares. |