SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KELSO INVESTMENT ASSOC V L P

(Last)

(First)

(Middle)

320 Park Avenue

(Street)

New York

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENDO PHARMACEUTICALS HOLDINGS INC [ ENDP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share⁽¹⁾	11/13/2003		X		4,232	D	$2.42	68,941,671	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Common Stock, par value $.01 per share⁽¹⁾	11/13/2003		X		3,731	D	$2.42	68,937,940	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Common Stock, par value $.01 per share⁽¹⁾	11/13/2003		X		3,470	D	$3.42	68,934,470	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Common Stock, par value $.01 per share⁽¹⁾	11/13/2003		X		11,279	D	$2.42	68,923,191	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Common Stock, par value $.01 per share⁽¹⁾	11/13/2003		X		12,184	D	$2.42	68,911,007	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Common Stock, par value $.01 per share⁽¹⁾	11/13/2003		X		19,000	D	$2.42	68,892,007	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Common Stock, par value $.01 per share⁽¹⁾	11/13/2003		X		2,697	D	$3	68,889,309	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Common Stock, par value $.01 per share⁽¹⁾	11/13/2003		X		3,276	D	$3	68,886,033	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Common Stock, par value $.01 per share⁽¹⁾	11/13/2003		X		1,528	D	$2.42	68,884,506	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Common Stock, par value $.01 per share⁽¹⁾	11/13/2003		X		1,048	D	$3	68,883,458	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Common Stock, par value $.01 per share⁽¹⁾	11/13/2003		X		82	D	$2.42	68,883,376	I	By Endo Pharma LLC⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call Option (obligation to sell)	$2.42	11/13/2003		X			4,232	08/08/2003	08/26/2007	Common Stock	4,232	$2.42	1,155,381	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Call Option (obligation to sell)	$2.42	11/13/2003		X			3,731	08/08/2003	08/26/2007	Common Stock	3,731	$2.42	1,302,659	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Call Option (obligation to sell)	$3.42	11/13/2003		X			3,470	08/08/2003	08/26/2007	Common Stock	3,470	$3.42	1,089,809	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Call Option (obligation to sell)	$2.42	11/13/2003		X			11,279	08/08/2003	08/26/2007	Common Stock	11,279	$2.42	4,676,618	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Call Option (obligation to sell)	$2.42	11/13/2003		X			12,184	08/08/2003	08/26/2007	Common Stock	12,184	$2.42	3,908,046	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Call Option (obligation to sell)	$2.42	11/13/2003		X			19,000	08/08/2003	08/26/2007	Common Stock	19,000	$2.42	4,130,984	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Call Option (obligation to sell)	$3	11/13/2003		X			2,697	08/08/2003	08/26/2007	Common Stock	2,697	$3	2,795,201	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Call Option (obligation to sell)	$3	11/13/2003		X			3,276	08/15/2003	08/26/2007	Common Stock	3,276	$3	1,507,702	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Call Option (obligation to sell)	$2.42	11/13/2003		X			1,528	08/15/2003	08/26/2007	Common Stock	1,528	$2.42	3,906,519	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Call Option (obligation to sell)	$3	11/13/2003		X			1,048	08/15/2003	08/26/2007	Common Stock	1,048	$3	2,710,539	I	By Endo Pharma LLC⁽²⁾⁽³⁾
Call Option (obligation to sell)	$2.42	11/13/2003		X			82	08/15/2003	08/26/2007	Common Stock	82	$2.42	4,130,902	I	By Endo Pharma LLC⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

KELSO INVESTMENT ASSOC V L P

(Last)

(First)

(Middle)

320 Park Avenue

(Street)

New York

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BERNEY PHILIP E

(Last)

(First)

(Middle)

c/o Kelso & Company

320 Park Avenue

(Street)

New York

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BYNUM FRANK K

(Last)

(First)

(Middle)

c/o Kelso & Company

320 Park Avenue

(Street)

New York

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GOLDBERG MICHAEL B

(Last)

(First)

(Middle)

c/o Kelso & Company

320 Park Avenue

(Street)

New York

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MATELICH GEORGE E

(Last)

(First)

(Middle)

c/o Kelso & Company

320 Park Avenue

(Street)

New York

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NICKELL FRANK T

(Last)

(First)

(Middle)

c/o Kelso & Company

320 Park Avenue

(Street)

New York

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SCHUCHERT JOSEPH S

(Last)

(First)

(Middle)

c/o Kelso & Company

320 Park Avenue

(Street)

New York

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WAHRHAFTIG DAVID I

(Last)

(First)

(Middle)

c/o Kelso & Company

320 Park Avenue

(Street)

New York

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WALL THOMAS R IV

(Last)

(First)

(Middle)

C/O KELSO & COMPANY

320 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Kelso Investment Associates V, L.P. ("KIA V") is the designated filer.

2. Each individual reporting person may be deemed to share beneficial ownership of shares of Common Stock owned of record by KIA V, by virtue of his status as a general partner of the general partner of KIA V, and each individual shares investment and voting power along with the other general partners of KIA V, but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest.

3. KIA V may be deemed to share beneficial ownership of shares of Common Stock owned of record by Endo Pharma LLC by virtue of its status as a member of Endo Pharma LLC. KIA V shares investment and voting power along with the other members of Endo Pharma LLC with respect to securities owned by Endo Pharma LLC, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest.

Remarks:

	James J. Connors, II	11/14/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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