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*
RICE THOMAS P
(Last) (First) (Middle)
4955 ORANGE DRIVE
(Street)
DAVIE FL 3314
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ANDRX CORP /DE/ [ ADRX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2006
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
Andrx Group Common Stock 04/14/2006 F(1) 1,854(1) D $23.69 48,146(2)(3) D
Andrx Group Common Stock 19,707 D
Andrx Group Common Stock 13,334(3)(4) D
Andrx Group Common Stock 5,000(3)(5) D
Andrx Group Common Stock 50,000(3)(6) 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
Explanation of Responses:
1. Represents the withholding of 1,854 shares to pay taxes applicable to the vesting of 5,715 shares of restricted stock units (RSUs) based on the closing price of Andrx Group common stock on April 14, 2006.
2. Includes 44,285 unvested RSUs. The reporting person was originally granted 50,000 RSUs on April 14, 2005, with each RSU representing the right to acquire one share of Andrx Group common stock. Of the total of 50,000 RSUs granted to the reporting person and subject to certain acceleration and other conditions set forth in the reporting person's RSU agreement, 40,000 RSUs vest in seven equal annual installments beginning April 14, 2006 and 10,000 units vest entirely on April 14, 2009, but is subject to acceleration in whole or in part, if Andrx meets certain financial performance criteria.
3. Upon vesting, a portion of the vested shares may be withheld to satisfy applicable taxes.
4. Subject to certain acceleration and other conditions set forth in the reporting person?s RSU agreement, the 13,334 RSUs will vest on February 27, 2007.
5. Andrx Corporation granted the reporting person 5,000 RSUs on June 13, 2003 which vest as follows: (i) if the director has at least five years of total Board service on the date of such separation, such grant shall vest in its entirety, (ii) if such director has less than five years of total Board service on the date of such separation, then only a prorated portion of the grant shall vest, with such proration being equal to the product of the number of RSUs granted multiplied by a fraction, the numerator of which is the number of complete months of Board service following the date of grant, and the denominator of which is sixty (60), and (iii) notwithstanding (i) or (ii) above, no portion of such grant shall vest if such separation occurs within 12 months of date of grant and no portion of the Andrx common stock underlying (or representing) the vested restricted stock unit may be sold until at least ninety days after the date of such director's separation from Board.
6. On February 28, 2006, Andrx Corporation granted the reporting person 50,000 RSUs, with each unit representing the right to acquire one share of Andrx Group common stock. Subject to certain acceleration and other conditions set forth in the reporting person's RSU agreement, 40,000 of these units vest in seven equal annual installments beginning one year from the date of grant and 10,000 of these units vest entirely on the fourth anniversary of the date of grant, but is subject to acceleration in whole or in part, if Andrx meets certain financial performance criteria.
Remarks:
/s/ Thomas P. Rice 04/18/2006
** 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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