SEC FORM 4/A

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^*

Zhang Jack Y.

(Last)

(First)

(Middle)

C/O AMPHASTAR PHARMACEUTICALS, INC.

11570 6TH STREET

(Street)

RANCHO CUCAMONGA

91730

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Amphastar Pharmaceuticals, Inc. [ AMPH ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Chief Science Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/12/2015

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	06/10/2015		M		12,975	A	$12.97	935,112	D
Common Stock	06/10/2015		S⁽¹⁾		11,731	D	$16.3792⁽²⁾	923,381	D
Common Stock	06/11/2015		M		12,860	A	$12.97	936,241	D
Common Stock	06/11/2015		S⁽¹⁾		11,600	D	$16.4694⁽³⁾	924,641	D
Common Stock	06/12/2015		M		83,253	A	$12.97	1,007,894	D
Common Stock	06/12/2015		S⁽¹⁾		75,618	D	$16.1487⁽⁴⁾	932,276	D
Common Stock	06/10/2015		M		12,619	A	$12.97	686,143	I	See footnote⁽⁵⁾
Common Stock	06/10/2015		S⁽¹⁾		11,411	D	$16.3719⁽⁶⁾	674,732	I	See footnote⁽⁵⁾
Common Stock	06/11/2015		M		12,930	A	$12.97	687,662	I	See footnote⁽⁵⁾
Common Stock	06/11/2015		S⁽¹⁾		11,664	D	$16.4689⁽⁷⁾	675,998	I	See footnote⁽⁵⁾
Common Stock	06/12/2015		M		42,223	A	$12.97	718,221	I	See footnote⁽⁵⁾
Common Stock	06/12/2015		S⁽¹⁾		38,471	D	$16.1673⁽⁸⁾	679,750	I	See footnote⁽⁵⁾
Common Stock								7,631,594	I	See footnote⁽⁹⁾
Common Stock								5,000	I	See footnote⁽¹⁰⁾
Common Stock								200,000	I	See footnote⁽¹¹⁾

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)
Employee Stock Option (right to buy)	$12.97	06/10/2015		M			12,975	⁽¹²⁾	09/28/2015	Common Stock	12,975	$0.00	154,655	D
Employee Stock Option (right to buy)	$12.97	06/11/2015		M			12,860	⁽¹²⁾	09/28/2015	Common Stock	12,860	$0.00	141,795	D
Employee Stock Option (right to buy)	$12.97	06/12/2015		M			83,253	⁽¹²⁾	09/28/2015	Common Stock	83,253	$0.00	58,542	D
Employee Stock Option (right to buy)	$12.97	06/10/2015		M			12,619	⁽¹²⁾	09/28/2015	Common Stock	12,619	$0.00	63,634	I	See footnote⁽⁵⁾
Employee Stock Option (right to buy)	$12.97	06/11/2015		M			12,930	⁽¹²⁾	09/28/2015	Common Stock	12,930	$0.00	50,704	I	See footnote⁽⁵⁾
Employee Stock Option (right to buy)	$12.97	06/12/2015		M			42,223	⁽¹²⁾	09/28/2015	Common Stock	42,223	$0.00	8,481	I	See footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

Zhang Jack Y.

(Last)

(First)

(Middle)

C/O AMPHASTAR PHARMACEUTICALS, INC.

11570 6TH STREET

(Street)

RANCHO CUCAMONGA

91730

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Chief Science Officer

1. Name and Address of Reporting Person^*

Luo Mary Z.

(Last)

(First)

(Middle)

C/O AMPHASTAR PHARMACEUTICALS, INC.

11570 6TH STREET

(Street)

RANCHO CUCAMONGA

91730

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	COO, Chief Scientist, Chairman

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the each of the reporting persons on December 16, 2014.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.25 to $16.61, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3), (4), (6), (7) and (8) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.38 to $16.62, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.02 to $16.49, inclusive.

5. The securities are held of record by Mary Z. Luo. The reporting persons are husband and wife.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.24 to $16.55, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.37 to $16.61, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.03 to $16.39, inclusive.

9. The shares are held of record by Applied Physics & Chemistry Laboratories, Inc., of which the reporting persons are the sole owners.

10. The shares are held of record in an account for the benefit of the reporting persons' son. The reporting persons disclaims beneficial ownership of these shares, and the inclusion of these shares in this report should not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16, or for any other purpose.

11. The shares are held of record by a trust for the benefit of the reporting persons' son. The reporting persons disclaims beneficial ownership of these shares, and the inclusion of these shares in this report should not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16, or for any other purpose.

12. Shares subject to the option are fully vested and immediately exercisable.

Remarks:

This amended and restated Form 4 (the "Form 4/A") is filed to update the previously filed Form 4 which reported withholding of shares to satisfy the reporting persons' tax liability in connection with the option exercises on each of June 5, 2015, June 8, 2015, June 9, 2015, June 10, 2015, June 11, 2015 and June 12, 2015. These reported transactions did not occur and none of the reported shares were withheld in connection with the option exercises. Accordingly, this Form 4/A is also filed to correct the amount of securities beneficially owned following the reported transactions in column 5 of each of the reported rows of Table I. The errors in column 5 also appear in subsequent Forms 4 filed through December 11, 2015.

	/s/ Ken Stupak, by power of attorney for Jack Y. Zhang	02/03/2016
	/s/ Ken Stupak, by power of attorney for Mary Z. Luo	02/03/2016
	** Signature of Reporting Person	Date
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