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*
KIMMEL ROGER H

(Last) (First) (Middle)
C/O ROTHSCHILD INC.
1251 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2010
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, $.01 per share 03/12/2010 M 2,009 A $0.00(1) 191,853(2) D
Common Stock, par value, $.01 per share 03/12/2010 M 1,371 A $0.00(3) 191,853(2) 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) 03/12/2010 M 2,009 03/12/2010 03/12/2010(5) Common Stock 2,009 $0.00 2,009 D
2007 Stock Incentive Plan Restricted Stock Units (RSU) (4) 03/12/2010 M 1,371 03/12/2010 03/12/2010(6) Common Stock 1,371 $0.00 0 D
2007 Stock Incentive Plan Restricted Stock Units (RSU) (4) 03/12/2010 A 2,834 (7) 03/12/2012(7) Common Stock 2,834 (8) 2,834 D
2007 Stock Incentive Plan Stock Options(9) $23.82 03/12/2010 A 8,094 (10) 03/12/2020 Common Stock 8,094 (8) 8,094 D
Explanation of Responses:
1. This represents vesting of restricted stock units granted to Mr. Kimmel 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 11, 2009, Mr. Kimmel elected to defer receipt of these shares pursuant to the Endo Pharmaceuticals Directors Deferred Compensation Plan.
2. This number represents (i) 165,000 shares of common stock held in trusts for which Mr. Kimmel serves as trustee and as to which shares Mr. Kimmel holds either the sole or the shared power of disposition and power to vote, (ii) 2,262 shares of restricted stock, all of which are fully vested, (iii) 9,593 restricted stock units (including the 2,834 restricted stock units reported in Table II), of which 4,750 are fully vested and (iv) 14,998 shares of common stock, receipt of which has been deferred under the Endo Pharmaceuticals Directors Deferred Compensation Plan. Mr. Kimmel's beneficial ownership disclosed in this table excludes all shares held by Mr. Kimmel indirectly, including shares underlying stock options as well as a total of 7,500 shares of common stock held in trusts for the benefit of Mr. Kimmel's adult children, as to which shares Mr. Kimmel has neither the power of disposition nor the power to vote.
3. This represents vesting of restricted stock units granted to Mr. Kimmel on March 12, 2008. 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 11, 2009, Mr. Kimmel elected to defer receipt of these shares pursuant to the Endo Pharmaceuticals Directors Deferred Compensation Plan.
4. 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.
5. Fifty percent (50%) of Mr. Kimmel'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 11, 2009, Mr. Kimmel elected to defer receipt of these shares pursuant to the Endo Pharmaceuticals Directors Deferred Compensation Plan.
6. Fifty percent (50%) of Mr. Kimmel's March 12, 2008 grant of restricted stock units (RSUs) generally vest on each of March 12, 2009 and March 12, 2010. Upon vesting, we consider the underlying RSUs to be expired. The 1,371 shown here is the amount that vested on March 12, 2010. However, on December 11, 2009, Mr. Kimmel elected to defer receipt of these shares pursuant to the Endo Pharmaceuticals Directors Deferred Compensation Plan.
7. 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 11, 2009, Mr. Kimmel elected to defer receipt of these RSUs.
8. These securities were granted to Mr. Kimmel in consideration of his services on the Endo Pharmaceuticals Holdings Inc. Board of Directors.
9. Representing the right to buy shares of common stock, par value $0.01 per share, of Endo Pharmaceuticals Holdings Inc.
10. 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.
Remarks:
/s/ Caroline B. Manogue, by Power of Attorney 03/16/2010
** 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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