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*
MANOGUE CAROLINE B

(Last) (First) (Middle)
100 ENDO BOULEVARD

(Street)
CHADDS FORD PA 19317

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec. V.P., CLO & Secy
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 02/22/2010 M 2,791 A $0.00(1) 33,626 D
Common Stock, par value $0.01 per share 02/22/2010 F 988(2) D $20.48(3) 32,638 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2007 Stock Incentive Plan Restricted Stock Units (RSU) (4) 02/22/2010 M 2,791 02/22/2010 02/22/2010(5) Common Stock 2,791 $0.00 2,791 D
2007 Stock Incentive Plan Restricted Stock Units (RSU) (4) 02/19/2010 A 13,009 (6) 02/19/2014(6) Common Stock 13,009 $0.00(7) 13,009 D
2007 Stock Incentive Plan Stock Options(8) $20.61 02/19/2010 A 36,932 (9) 02/19/2020 Common Stock 36,932 $0.00(7) 36,932 D
2007 Stock Incentive Plan Performance Shares (10) 02/19/2010 A 13,009 (10) (10) Common Stock 13,009 $0.00(7) 13,009 D
Explanation of Responses:
1. This represents vesting of restricted stock units granted to Ms. Manogue on February 21, 2008. Upon each vesting date, each vested restricted stock unit automatically converts into one (1) share of common stock of Endo Pharmaceuticals Holdings Inc.
2. This represents stock withheld by issuer to satisfy tax withholding obligations on shares acquired upon vesting of restricted stock units.
3. $20.48 represents the average of the high and low share price on February 19, 2010.
4. Upon each vesting date, each vested restricted stock unit automatically converts into one (1) share of common stock of Endo Pharmaceuticals Holdings Inc.
5. Fifty percent (50%) of Ms. Manogue's February 21, 2008 grant of restricted stock units (RSUs) generally vest on each of February 21, 2010 and February 21, 2012. The 2,791 shown here is the amount that vested on February 22, 2010 (since February 21, 2010 was a Sunday). Upon vesting, we consider the underlying RSUs to be expired.
6. These restricted stock units (RSUs) generally vest 100% on February 19, 2014. Upon vesting, we consider the underlying RSUs to be expired.
7. These securities were granted to Ms. Manogue in consideration of her services as the Chief Legal Officer of Endo Pharmaceuticals Holdings Inc.
8. Representing the right to buy shares of common stock, par value $.01 per share, of Endo Pharmaceuticals Holdings Inc.
9. These stock options are generally exercisable 25% per year on each of February 19, 2011, February 19, 2012, February 19, 2013 and February 19, 2014.
10. Represents target quantity of shares issuable. The exact number of shares issuable will be determined based on acheivement of certain company performance targets over a cumulative 3-year period, as determined by the Compensation Committee of the Board of Directors of Endo Pharmaceuticals Holdings Inc. The executive can earn between 0% and 200% of the target shares.
Remarks:
/s/ Caroline B. Manogue 02/23/2010
** 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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