SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

FOREST LABORATORIES INC

(Last)

(First)

(Middle)

909 THIRD AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2014

3. Issuer Name and Ticker or Trading Symbol
Furiex Pharmaceuticals, Inc. [ FURX ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. The Reporting Person is filing this Form 3 solely due to the entry into of the Stockholder Voting Agreement (the "Voting Agreement") by and between the Reporting Person and certain stockholders of Furiex Pharmaceuticals, Inc. ("Furiex"). The Voting Agreement was entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 27, 2014, by and among the Reporting Person, Royal Empress, Inc. and Furiex.

2. As a result of certain provisions contained in the Voting Agreement, the Reporting Person may be deemed to have beneficial ownership of the shares of Furiex 's common stock covered by the Voting Agreement (an aggregate of 2,979,768 shares, which represent approximately 27.2% of Furiex's total outstanding shares based on 10,805,611 shares reported outstanding as of March 31, 2014 (as reported in the Furiex Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 11, 2014)) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Person expressly disclaims any beneficial ownership of the securities reported herein, and the Reporting Person does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Voting Agreement.

3. The Reporting Person declares that the filing of this Form 3 shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities reported in this Form 3. For additional information regarding the Voting Agreement and the Merger Agreement, see Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on May 6, 2014.

Remarks:

	Forest Laboratories, Inc., By: /S/ FRANCIS I. PERIER, JR., Francis I. Perier, Jr., Executive Vice President - Finance and Administration and Chief Financial Officer	05/06/2014
	** 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 5 (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.