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^*

Gergel Ivan P.

(Last)

(First)

(Middle)

C/O ENDO HEALTH SOLUTIONS INC.

100 ENDO BOULEVARD

(Street)

CHADDS FORD

19317

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENDO HEALTH SOLUTIONS INC. [ ENDP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Research & Development

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2012

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, par value, $.01 per share	12/31/2012⁽¹⁾		M		33,271	A	$0.00⁽²⁾	33,271	D
Common Stock, par value, $.01 per share	12/31/2012⁽¹⁾		F		14,705⁽³⁾	D	$25.89⁽⁴⁾	18,566	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)
2007 Stock Incentive Plan Performance Shares	⁽⁵⁾	12/31/2012		M			22,181⁽⁶⁾	12/31/2012	⁽⁷⁾	Common Stock	22,181⁽⁶⁾	$0.00⁽⁸⁾	0	D

Explanation of Responses:

1. On December 31, 2012, the cumulative 3-year performance period for Dr. Gergel's February 19, 2010 grant of performance shares concluded. At this time, the performance shares were converted into 33,271 shares of common stock. Of this amount, 14,705 shares were withheld by the issuer to satisfy tax obligations on shares acquired and 18,566 shares were transferred to Dr. Gergel effective immediately.

2. This represents the automatic conversion of performance shares granted to Dr. Gergel on February 19, 2010 to shares of Endo Health Solutions Inc. common stock pursuant to the terms of the underlying award agreement.

3. These shares represent stock withheld by the issuer to satisfy tax withholding obligations on shares acquired upon vesting of performance shares.

4. Represents the value of shares withheld by the Company to cover tax withholding obligations.

5. At the conclusion of the cumulative 3-year performance period, the performance shares vest and are converted into a determinable quantity of shares of common stock upon the Company achieving certain financial targets.

6. Represents target quantity of shares issuable. The exact number of shares issued is determined based on achievement of certain company performance targets over a cumulative 3-year period, as determined by the Compensation Committee of the Board of Directors of Endo Health Solutions Inc. The executive earns between 0% and 200% of the target shares.

7. There is no expiration date for performance shares.

8. These securities were granted to Dr. Gergel in consideration of his services as the Executive Vice President, Research & Development & Chief Scientific Officer of Endo Health Solutions Inc.

Remarks:

	/s/ Caroline B. Manogue, by power of attorney	01/03/2013
	** 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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