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^*

MANOGUE CAROLINE B

(Last)

(First)

(Middle)

C/O ENDO HEALTH SOLUTIONS INC.

1400 ATWATER DRIVE

(Street)

MALVERN

19355

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENDO HEALTH SOLUTIONS 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)
02/26/2014

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)
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	02/26/2014⁽¹⁾		A		5,866⁽²⁾	A	⁽³⁾	73,400	D
Common Stock, par value, $.01 per share	02/26/2014⁽¹⁾		F		8,973⁽⁴⁾	D	$78.3⁽⁵⁾	64,427	D
2010 Stock Incentive Plan Performance Shares⁽⁶⁾	02/26/2014		A		9,563⁽⁷⁾	A	⁽³⁾	53,270⁽⁸⁾	D
2010 Stock Incentive Plan Restricted Stock Units (RSU)⁽⁹⁾	02/26/2014		A		4,781	A	⁽³⁾	22,112	D
Common Stock, par value, $.01 per share	02/27/2014⁽¹⁰⁾		F		1,009⁽⁴⁾	D	$79.82⁽¹¹⁾	65,397	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)
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)
2010 Stock Incentive Plan Stock Options⁽¹²⁾	$79.33	02/26/2014		A		17,818		⁽¹³⁾	02/26/2024	Common Stock	17,818	$0.00⁽³⁾	123,342	D

Explanation of Responses:

1. On February 26, 2014, the cumulative 3-year performance period for Ms. Manogue's February 23, 2011 grant of performance shares concluded. At this time, 11,732 performance shares were converted into 17,598 shares of common stock. Of this amount, 8,973 shares were withheld by the issuer to satisfy tax obligations on shares acquired and 8,625 shares were transferred to Ms. Manogue effective immediately.

2. This incremental number of shares resulted from the automatic conversion of performance shares granted to Ms. Manogue on February 23, 2011 to shares of Endo Health Solutions Inc. common stock pursuant to the terms of the underlying award agreement.

3. These securities were granted to Ms. Manogue in consideration of her services as the Executive Vice President, Chief Legal Officer & Secretary of Endo Health Solutions Inc.

4. These shares represent stock withheld by the issuer to satisfy tax withholding obligations on shares acquired upon vesting of performance shares.

5. $78.30 represents the vesting price, which is the average of the high and low share price on February 26, 2014.

6. The performance shares vest upon the Company achieving certain shareholder return targets over a cumulative 3-year period.

7. Represents target quantity of shares issuable. The exact number of shares issuable will be determined on achievement 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 300% of the target shares.

8. Represents the cumulative target quantity of shares issuable with respect to all 2010 Stock Incentive Plan performance shares outstanding. The cumulative total is the combination of the target payouts for the current grant and all past grants made under the 2010 Stock Incentive Plan and still outstanding, which are subject to a range of payouts depending on the achievement of certain performance metrics as described herein for the current grants and as previously disclosed for all other performance share grants.

9. Upon each vesting date, each vested restricted stock unit automatically converts into one (1) share of Endo Health Solutions Inc. common stock. These restricted stock units (RSUs) are generally exercisable 25% per year on each of February 26, 2015, February 26, 2016, February 26, 2017 and February 26, 2018. Upon vesting, we consider the underlying RSUs to be expired.

10. Twenty-five percent (25%) of Ms. Manogue's February 27, 2013 grant of restricted stock units (RSUs) vested on February 27, 2014. Upon vesting, certain shares are withheld by the issuer to satisfy tax obligations on shares acquired.

11. $79.82 represents the vesting price, which is the average of the high and low share price on February 27, 2014.

12. Representing the right to buy shares of common stock, par value $0.01 per share, of Endo Health Solutions Inc.

13. These stock options are generally exercisable 25% per year on each of February 26, 2015, February 26, 2016, February 26, 2017 and February 26, 2018.

Remarks:

	/s/ Caroline B. Manogue	02/28/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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