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
X	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* HERMAN MICHAEL E (Last) (First) (Middle) C/O SANTARUS, INC. 3611 VALLEY CENTRE DRIVE #400 (Street) SAN DIEGO CA 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) X Director 10% Owner Officer (give title below) Other (specify below)
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/02/2014		U		52,112	D	$32	0	I	By Family Trust(1)
Common Stock	01/02/2014		U		50,000	D	$32	0	I	By Family Limited Partnership(2)
Common Stock	01/02/2014		U		16,000	D	$32	0	I	By Vail Fishing Partners(3)
Common Stock	01/02/2014		U		4,400	D	$32	0	I	By Spouse(4)

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
Stock Options (right to buy)	$21.93	01/02/2014		D			37,000	(5)	06/11/2023	Common Stock	37,000	$10.07	0	I	By Family Trust(1)
Stock Options (right to buy)	$6.73	01/02/2014		D			37,000	(5)	06/13/2022	Common Stock	37,000	$25.27	0	I	By Family Trust(1)
Stock Options (right to buy)	$3.12	01/02/2014		D			37,000	(5)	06/15/2021	Common Stock	37,000	$28.88	0	I	By Family Trust(1)
Stock Options (right to buy)	$3.33	01/02/2014		D			7,000	(5)	03/10/2021	Common Stock	7,000	$28.67	0	I	By Family Trust(1)
Stock Options (right to buy)	$5.32	01/02/2014		D			37,000	(5)	06/14/2017	Common Stock	37,000	$26.68	0	I	By Family Trust(1)
Stock Options (right to buy)	$6.73	01/02/2014		D			35,000	(5)	06/07/2016	Common Stock	35,000	$25.27	0	I	By Family Trust(1)
Stock Options (right to buy)	$3	01/02/2014		D			3,000	(5)	06/09/2015	Common Stock	3,000	$29	0	I	By Family Trust(1)
Stock Options (right to buy)	$10	01/02/2014		D			20,000	(5)	07/27/2014	Common Stock	20,000	$22	0	I	By Family Trust(1)
Stock Options (right to buy)	$9	01/02/2014		D			25,000	(5)	04/01/2014	Common Stock	25,000	$23	0	I	By Family Trust(1)
Stock Options (right to buy)	$9.45	01/02/2014		D			1,428	(5)	02/26/2014	Common Stock	1,428	$22.55	0	I	By Family Trust(1)

Explanation of Responses:

1. By Michael E. Herman Revocable Trust

2. By the Herman Family Trading Company.

3. The reporting person is a general partner.

4. The reporting person disclaims beneficial ownership of these shares, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all or the reported shares for purposes of Section 16 or any other purpose.

5. Represents options to purchase common stock of Santarus, Inc. ("Santarus"). In connection with the merger (the "Merger") of Willow Acquisition Sub Corporation ("Merger Sub") with and into Santarus pursuant to the Agreement and Plan of Merger, dated as of November 7, 2013 (the "Merger Agreement"), between Salix Pharmaceuticals, Ltd., Salix Pharmaceuticals, Inc., Merger Sub and Santarus, such 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 per share purchase price of $32.00 exceeded the exercise price of the option as of the effective time of the Merger.

Remarks:

	/s/ Carey J. Fox Attorney-in-fact	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).
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