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^*

Tropiano Michael A

(Last)

(First)

(Middle)

C/O PAR PHARMACEUTICAL COMPANIES, INC.

300 TICE BOULEVARD

(Street)

WOODCLIFF LAKE

07960

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PAR PHARMACEUTICAL COMPANIES, INC. [ PRX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and Chief Financial Office

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2012

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	09/28/2012		D		57,250	D	$50⁽¹⁾	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 Option (right to buy)	$24.29	09/28/2012		D			30,000	⁽²⁾	08/31/2015	Common Stock	30,000	$25.51⁽²⁾	0	D
Stock Option (right to buy)	$33.62	09/28/2012		D			875	⁽²⁾	01/08/2016	Common Stock	875	$16.38⁽²⁾	0	D
Stock Option (right to buy)	$24.27	09/28/2012		D			4,700	⁽²⁾	03/21/2017	Common Stock	4,700	$25.73⁽²⁾	0	D
Stock Option (right to buy)	$13.06	09/28/2012		D			20,100	⁽³⁾	01/07/2019	Common Stock	20,100	$36.94⁽³⁾	0	D
Stock Option (right to buy)	$27.71	09/28/2012		D			2,095	⁽³⁾	01/03/2020	Common Stock	8,120	$22.29⁽³⁾	6,025	D
Stock Option (right to buy)	$27.71	09/28/2012		D			6,025	⁽⁴⁾	01/03/2020	Common Stock	6,025	⁽⁴⁾	0	D
Stock Option (right to buy)	$36.54	09/28/2012		D			16,420	⁽⁵⁾	01/06/2021	Common Stock	16,420	⁽⁵⁾	0	D
Stock Option (right to buy)	$32.76	09/28/2012		D			22,894	⁽⁶⁾	01/05/2022	Common Stock	22,894	⁽⁶⁾	0	D

Explanation of Responses:

1. On Sept 28, 2012, certain affiliates of TPG Capital, L.P.("TPG") acquired the Issuer (the "Merger") pursuant to that certain merger agreement, as of July 14, 2012, by and among the Issuer, Sky Growth Holdings Corporation ("Parent") and Sky Growth Acquisition Corporation ("Merger Sub"). In connection with the Merger, TPG acquired all of the outstanding shares of the Issuer's Common Stock at a price of $50 per share, in cash. In addition, all outstanding deferred unit awards, performance stock units, restricted stock units and options (other than such awards held by certain employees that were exchanged for awards of Parent's stock) were cancelled upon the closing of the Merger in exchange for cash payments at a price of $50 per unit or option share (less the exercise price in the case of options), payable without interest and less any required withholding taxes. This transaction is more fully described in the Issuer's Proxy Statement filed with the SEC on Aug 27, 2012, as amended.

2. The options, all of which were exercisable, were cancelled upon the closing of the Merger in exchange for a cash payment equal to the number of shares underlying such options multiplied by the difference between the exercise price of such options and the Merger consideration of $50.00 per share.

3. The vesting of these options was accelerated upon the change of control effective as of the approval of the Merger by the stockholders of the Issuer and were cancelled upon the closing of the Merger in exchange for a cash payment equal to the number of shares underlying such options multiplied by the difference between the exercise price of such options and the Merger consideration of $50.00 per share.

4. The vesting of certain of these options was accelerated upon the change of control effective as of the approval of the Merger by the stockholders of the Issuer and these options were exchanged for options to purchase 179,063 shares of Parent's stock at an exercise price of $.25 per share.

5. The vesting of certain of these options was accelerated upon the change of control effective as of the approval of the Merger by the stockholders of the Issuer and these options were exchanged for options to purchase 294,684 shares of Parent's stock at an exercise price of $.25 per share.

6. The vesting of certain of these options was accelerated upon the change of control effective as of the approval of the Merger by the stockholders of the Issuer and these options were exchanged for options to purchase 526,257 shares of Parent's stock at an exercise price of $.25 per share.

Remarks:

LIMITED POWER OF ATTORNEY: KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint MARIAN E. GUSTAFSON with full power to act, as his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, and to do any and all acts and things in his/her name and on his/her behalf, to execute any and all documents and instruments, which said attorney-in-fact may deem necessary or advisable to enable him/her to comply with the reporting requirements pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, including but not limited to Form 4 Statement of Changes in Beneficial Ownership and Form 5 Annual Statement of Changes in Beneficial Ownership, relating to his/her ownership in Par Pharmaceutical Companies, Inc. (the "Company") for the period October 1, 2012 through and including September 30, 2013; and to file the same, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent may lawfully do or cause to be done by virtue thereof. /s/ Michael A. Tropiano Sept 4, 2012

	/s/ Marian E. Gustafson for Michael A. Tropiano	10/02/2012
	** Signature of Reporting Person	Date
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