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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Fox Carey J

(Last)

(First)

(Middle)

SANTARUS, INC.

3611 VALLEY CENTRE DRIVE #400

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SANTARUS INC [ SNTS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2014

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	01/02/2014		A⁽¹⁾		20,000	A	$12.05	44,768⁽²⁾	D
Common Stock	01/02/2014		A⁽¹⁾		26,915	A	$7.15	71,683	D
Common Stock	01/02/2014		A⁽¹⁾		10,538	A	$6.79	82,221	D
Common Stock	01/02/2014		A⁽¹⁾		6,718	A	$7.49	88,939	D
Common Stock	01/02/2014		A⁽¹⁾		16,566	A	$6.9	105,505	D
Common Stock	01/02/2014		A⁽¹⁾		34,574	A	$2.36	140,079	D
Common Stock	01/02/2014		A⁽¹⁾		5,830	A	$2.3	145,909	D
Common Stock	01/02/2014		A⁽¹⁾		35,122	A	$4.63	181,031	D
Common Stock	01/02/2014		A⁽¹⁾		7,361	A	$3.33	188,392	D
Common Stock	01/02/2014		A⁽¹⁾		4,219	A	$3.33	192,611	D
Common Stock	01/02/2014		A⁽¹⁾		3,963	A	$4.93	196,574	D
Common Stock	01/02/2014		F⁽³⁾		24,567	D	$32	172,007	D
Common Stock	01/02/2014		D		171,806	D	$32	201	D
Common Stock	01/02/2014		U		201	D	$32	0	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)
Stock Options (right to buy)	$15.42	01/02/2014		D			112,500	⁽⁴⁾	03/11/2023	Common Stock	112,500	$16.58	0	D
Stock Options (right to buy)	$4.93	01/02/2014		M			3,963	⁽⁵⁾	03/12/2022	Common Stock	3,963	$0.00	80,412	D
Stock Options (right to buy)	$4.93	01/02/2014		D			80,412	⁽⁴⁾	03/12/2022	Common Stock	80,412	$27.07	0	D
Stock Options (right to buy)	$3.33	01/02/2014		M			7,361	⁽⁵⁾	03/10/2021	Common Stock	7,361	$0.00	58,045	D
Stock Options (right to buy)	$3.33	01/02/2014		D			58,045	⁽⁴⁾	03/10/2021	Common Stock	58,045	$28.67	0	D
Stock Options (right to buy)	$3.33	01/02/2014		M			4,219	⁽⁵⁾	03/10/2021	Common Stock	4,219	$0.00	63,281	D
Stock Options (right to buy)	$3.33	01/02/2014		D			63,281	⁽⁴⁾	03/10/2021	Common Stock	63,281	$28.67	0	D
Stock Options (right to buy)	$4.63	01/02/2014		M			35,122	⁽⁵⁾	03/10/2020	Common Stock	35,122	$0.00	109,666	D
Stock Options (right to buy)	$4.63	01/02/2014		D			109,666	⁽⁴⁾	03/10/2020	Common Stock	109,666	$27.37	0	D
Stock Options (right to buy)	$2.3	01/02/2014		M			5,830	⁽⁵⁾	11/14/2018	Common Stock	5,830	$0.00	19,170	D
Stock Options (right to buy)	$2.3	01/02/2014		D			19,170	⁽⁴⁾	11/14/2018	Common Stock	19,170	$29.7	0	D
Stock Options (right to buy)	$2.36	01/02/2014		M			34,574	⁽⁵⁾	03/13/2018	Common Stock	34,574	$0.00	76,051	D
Stock Options (right to buy)	$2.36	01/02/2014		D			76,051	⁽⁴⁾	03/13/2018	Common Stock	76,051	$29.64	0	D
Stock Options (right to buy)	$2.36	01/02/2014		D			20,000	⁽⁴⁾	03/13/2018	Common Stock	20,000	$29.64	0	D
Stock Options (right to buy)	$6.9	01/02/2014		M			16,566	⁽⁵⁾	03/12/2017	Common Stock	16,566	$0.00	63,434	D
Stock Options (right to buy)	$6.9	01/02/2014		D			63,434	⁽⁴⁾	03/12/2017	Common Stock	63,434	$25.1	0	D
Stock Options (right to buy)	$7.49	01/02/2014		M			6,718	⁽⁵⁾	03/01/2016	Common Stock	6,718	$0.00	18,282	D
Stock Options (right to buy)	$7.49	01/02/2014		D			18,282	⁽⁴⁾	03/01/2016	Common Stock	18,282	$24.51	0	D
Stock Options (right to buy)	$6.79	01/02/2014		M			10,538	⁽⁵⁾	02/09/2016	Common Stock	10,538	$0.00	19,462	D
Stock Options (right to buy)	$6.79	01/02/2014		D			19,462	⁽⁴⁾	02/09/2016	Common Stock	19,462	$25.21	0	D
Stock Options (right to buy)	$6.38	01/02/2014		D			13,500	⁽⁴⁾	09/21/2015	Common Stock	13,500	$25.62	0	D
Stock Options (right to buy)	$7.15	01/02/2014		M			26,915	⁽⁵⁾	02/15/2015	Common Stock	26,915	$0.00	8,185	D
Stock Options (right to buy)	$7.15	01/02/2014		D			8,185	⁽⁴⁾	02/15/2015	Common Stock	8,185	$25.62	0	D
Stock Options (right to buy)	$12.05	01/02/2014		M			20,000	⁽⁵⁾	05/14/2014	Common Stock	20,000	$19.95	0	D

Explanation of Responses:

1. Reflects shares of Santarus, Inc. ("Santarus") common stock, par value $0.0001 per share (the "Shares"), acquired in connection with the exercise of stock options effective and contingent upon the closing of the cash tender offer by Willow Acquisition Sub Corporation ("Merger Sub"), an indirect wholly owned subsidiary of Salix Pharmaceuticals, Ltd. ("Salix"), to purchase all of the issued and outstanding Shares at a purchase price of $32.00 per Share (the "Offer Price"), net to the seller in cash, without interest thereon and subject to any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 3, 2013, and in the related letter of transmittal (collectively, as each may be amended or supplemented from time to time, the "Offer").

2. Includes shares acquired by the reporting person under the Santarus, Inc. Employee Stock Purchase Plan: 201 shares on 11/29/13.

3. Reflects Shares pledged to pay the exercise price for stock options exercised effective and contingent upon the closing of the Offer.

4. Reflects stock options to purchase Shares. In connection with the merger (the "Merger") of Merger Sub with and into Santarus pursuant to the Agreement and Plan of Merger, dated as of November 7, 2013 (the "Merger Agreement"), among Salix, Salix Pharmaceuticals, Inc., Merger Sub and Santarus, such stock options (i) became fully vested and exercisable prior to the effective time of the Merger and (ii) to the extent not exercised on or prior to the effective time, were cancelled and converted into the right to receive a cash payment in the amount by which the Offer Price exceeded the exercise price of the stock option as of the effective time of the Merger.

5. Reflects stock options exercised effective and contingent upon the closing of the Offer.

Remarks:

	/s/ Carey J. Fox	01/06/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.