| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ENDO PHARMACEUTICALS HOLDINGS INC [ ENDP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/10/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value, $.01 per share | 12/10/2010 | M | 1,250 | A | $11 | 193,103 | D | |||
| Common Stock, par value, $.01 per share | 12/10/2010 | M | 2,500 | A | $11.05 | 195,603 | D | |||
| Common Stock, par value, $.01 per share | 12/10/2010 | M | 9,991 | A | $20.42 | 205,594 | D | |||
| Common Stock, par value, $.01 per share | 12/10/2010 | S | 13,741 | D | $36.55(1) | 191,853(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 2000 Stock Incentive Plan Stock Options (NQ) | $11 | 12/10/2010 | M | 1,250 | (3) | 03/12/2012 | Common Stock | 1,250 | $0.00 | 0 | D | ||||
| 2000 Stock Incentive Plan Stock Options (NQ) | $11.05 | 12/10/2010 | M | 2,500 | (4) | 03/12/2013 | Common Stock | 2,500 | $0.00 | 0 | D | ||||
| 2000 Stock Incentive Plan Stock Options (NQ) | $20.42 | 12/10/2010 | M | 9,991 | (5) | 03/12/2014 | Common Stock | 9,991 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. This represents the average price at which Mr. Kimmel's common shares were sold at on December 10, 2010. |
| 2. This number represents (i) 165,000 shares of common stock held in trusts for which Mr. Kimmel serves as trustee and as to which shares Mr. Kimmel holds either the sole or the shared power of disposition and power to vote, (ii) 2,262 shares of restricted stock, all of which are fully vested, (iii) 9,593 restricted stock units, of which 4,750 are fully vested and (iv) 14,998 shares of common stock, receipt of which has been deferred under the Endo Pharmaceuticals Directors Deferred Compensation Plan. Mr. Kimmel's beneficial ownership disclosed in this table excludes all shares held by Mr. Kimmel indirectly, including shares underlying stock options as well as a total of 7,500 shares of common stock held in trusts for the benefit of Mr. Kimmel's adult children, as to which shares Mr. Kimmel has neither the power of disposition nor the power to vote. |
| 3. Mr. Kimmel's 5,000 non-qualified stock options granted under the 2000 Stock Incentive Plan on March 12, 2002, were generally exercisable 25% per year on each of March 12, 2003, March 12, 2004, March 12, 2005 and March 12, 2006. |
| 4. Mr. Kimmel's 5,000 non-qualified stock options granted under the 2000 Stock Incentive Plan on March 12, 2003, were generally exercisable 25% per year on each of March 12, 2004, March 12, 2005, March 12, 2006 and March 12, 2007. |
| 5. Mr. Kimmel's 10,000 non-qualified stock options granted under the 2000 Stock Incentive Plan on March 12, 2004, were generally exercisable 25% per year on each of March 12, 2005, March 12, 2006, March 12, 2007 and March 12, 2008. |
| Remarks: |
| /s/ Caroline B. Manogue, by Power of Attorney | 12/13/2010 | |
| ** 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. | ||