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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2007 Stock Incentive Plan Restricted Stock Units (RSU) | (3) | 03/12/2010 | M | 2,009 | 03/12/2010 | 03/12/2010(4) | Common Stock | 2,009 | $ 0 | 2,009 | D | ||||
| 2007 Stock Incentive Plan Restricted Stock Units (RSU) | $ 0 (3) | 03/12/2010 | A | 2,834 | (5) | 03/12/2012(5) | Common Stock | 2,834 | $ 0 (6) | 2,834 | D | ||||
| 2007 Stock Incentive Plan Stock Options (7) | $ 23.82 | 03/12/2010 | A | 8,094 | (8) | 03/12/2020 | Common Stock | 8,094 | (6) | 8,094 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Spengler William C/O ENDO PHARMACEUTICALS 100 ENDO BOULEVARD CHADDS FORD, PA 19317 |
X | |||
| /s/ Caroline B. Manogue, by Power of Attorney | 03/16/2010 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This represents vesting of restricted stock units granted to Mr. Spengler on March 12, 2009. Upon each vesting date, each vested restricted stock unit automatically converts into one (1) share of common stock of Endo Pharmaceuticals Holdings Inc. On December 15, 2009, Mr. Spengler elected to defer receipt of these shares pursuant to the Endo Pharmaceuticals Directors Deferred Compensation Plan. |
| (2) | This number represents (i) 8,970 restricted stock units (including the 2,834 restricted stock units reported in Table II), 3,068 of which are fully vested and (ii) 1,540 shares of common stock, receipt of which has been deferred under the Endo Pharmaceuticals Directors Deferred Compensation Plan. Mr. Spengler's beneficial ownership disclosed in this table excludes all shares held by Mr. Spengler indirectly, including shares underlying stock options. |
| (3) | Upon each vesting date, each vested restricted stock unit automatically converts into one (1) share of common stock of Endo Pharmaceuticals Holdings Inc. unless the director has elected to defer receipt of the vested shares under the Endo Pharmaceuticals Directors Deferred Compensation Plan. |
| (4) | Fifty percent (50%) of Mr. Spengler's March 12, 2009 grant of restricted stock units (RSUs) generally vest on each of March 12, 2010 and March 12, 2011. Upon vesting, we consider the underlying RSUs to be expired. The 2,009 shown here is the amount that vested on March 12, 2010. However, on December 15, 2009, Mr. Spengler elected to defer receipt of these shares pursuant to the Endo Pharmaceuticals Directors Deferred Compensation Plan. |
| (5) | These restricted stock units (RSUs) generally vest 50% per year on each of March 12, 2011 and March 12, 2012. Upon vesting, we consider the underlying RSUs to be expired. Pursuant to the Endo Pharmaceuticals Directors Deferred Compensation Plan, on December 15, 2009, Mr. Spengler elected to defer receipt of these RSUs. |
| (6) | These securities were granted to Mr. Spengler in consideration of his services on the Endo Pharmaceutical Holdings Inc. Board of Directors. |
| (7) | Representing the right to buy shares of common stock, par value $0.01 per share, of Endo Pharmaceuticals Holdings Inc. |
| (8) | These stock options are generally exercisable 25% per year on each of March 12, 2011, March 12, 2012, March 12, 2013 and March 12, 2014. |