0001209191-13-022758.txt : 20130426 0001209191-13-022758.hdr.sgml : 20130426 20130426160228 ACCESSION NUMBER: 0001209191-13-022758 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130424 FILED AS OF DATE: 20130426 DATE AS OF CHANGE: 20130426 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gergel Ivan P. CENTRAL INDEX KEY: 0001328288 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15989 FILM NUMBER: 13787381 MAIL ADDRESS: STREET 1: C/O ENDO HEALTH SOLUTIONS STREET 2: 1400 ATWATER DRIVE CITY: MALVERN STATE: PA ZIP: 19355 FORMER NAME: FORMER CONFORMED NAME: Gergel Ivan DATE OF NAME CHANGE: 20050525 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ENDO HEALTH SOLUTIONS INC. CENTRAL INDEX KEY: 0001100962 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 134022871 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1400 ATWATER DRIVE CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 4842160000 MAIL ADDRESS: STREET 1: 1400 ATWATER DRIVE CITY: MALVERN STATE: PA ZIP: 19355 FORMER COMPANY: FORMER CONFORMED NAME: ENDO PHARMACEUTICALS HOLDINGS INC DATE OF NAME CHANGE: 19991214 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-04-24 0 0001100962 ENDO HEALTH SOLUTIONS INC. ENDP 0001328288 Gergel Ivan P. C/O ENDO HEALTH SOLUTIONS INC. 1400 ATWATER DRIVE MALVERN PA 19355 0 1 0 0 EVP, R&D and CSO Common Stock, par value, $.01 per share 2013-04-24 4 M 0 12500 25.02 A 45535 D Common Stock, par value, $.01 per share 2013-04-24 4 S 0 12500 36.48 D 33035 D Common Stock, par value, $.01 per share 2013-04-24 4 M 0 61206 19.93 A 94241 D Common Stock, par value, $.01 per share 2013-04-24 4 S 0 61206 36.46 D 33035 D Common Stock, par value, $.01 per share 2013-04-24 4 M 0 31484 20.61 A 64519 D Common Stock, par value, $.01 per share 2013-04-24 4 S 0 31484 36.48 D 33035 D Common Stock, par value, $.01 per share 2013-04-24 4 S 0 33035 36.41 D 0 D 2004 Stock Incentive Plan Stock Options (NQ) 25.02 2013-04-24 4 M 0 12500 0.00 D 2018-04-29 Common Stock 12500 0 D 2007 Stock Incentive Plan Stock Options (NQ) 19.93 2013-04-24 4 M 0 61206 0.00 D 2019-02-26 Common Stock 61206 0 D 2004 Stock Incentive Plan Stock Options (NQ) 20.61 2013-04-24 4 M 0 31484 0.00 D 2020-02-19 Common Stock 31484 15742 D On March 5, 2013, Dr. Gergel placed 105,190 of the shares underlying his stock options and 33,035 shares of common stock, which he had obtained upon vesting of certain restricted stock units and performance share units, into a 10b5-1 pre-set selling program (the "Gergel Pre-Set Selling Program"). The Gergel Pre-Set Selling Program's initial termination date was the earlier of March 5, 2014 or the date all shares under the program were sold. The options exercised and the shares sold here were sold pursuant to the Gergel Pre-Set Selling Program, which leaves no remaining shares (underlying options or otherwise) in the current Gergel Pre-Set Selling Program. This represents the average price at which Dr. Gergel's common shares were sold on on April 24, 2013 with respect to each reported transaction. Dr. Gergel's stock options that were granted under the 2004 Stock Incentive Plan on April 29, 2008 were generally exercisable 25% per year on each of April 29, 2009, April 29, 2010, April 29, 2011 and April 29, 2012. The 12,500 stock options that were exercised now are those that became exercisable on April 29, 2012. These securities were granted to Dr. Gergel in consideration of his services as the Executive Vice President, Research & Development of Endo Health Solutions Inc. Dr. Gergel's stock options that were granted under the 2007 Stock Incentive Plan on February 26, 2009 were generally exercisable 25% per year on each of February 26, 2010, February 26, 2011, February 26, 2012 and February 26, 2013. The 61,206 stock options that were exercised now are those that became exercisable on February 26, 2012 and February 26, 2013. Dr. Gergel's stock options that were granted under the 2004 Stock Incentive Plan on February 19, 2010 are generally exercisable 25% per year on each of February 19, 2011, February 19, 2012, February 19, 2013 and February 19, 2014. The 31,484 stock options that were exercised now are those that became exercisable on February 19, 2012 and February 19, 2013. /s/ Caroline B. Manogue, by power of attorney 2013-04-26 EX-24.4_469521 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these present that the undersigned hereby makes, constitutes and appoints Caroline B. Manogue and Daniel Rudio as the undersigned's true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of each of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Endo Pharmaceuticals Holdings Inc., a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect with respect to each undersigned until revoked by such undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of April 2008. SIGNATURE TITLE /S/ IVAN GERGEL Executive Vice President, Research & Development Ivan Gergel STATE OF PENNSYLVANIA: COUNTY OF DELAWARE: On this 29th day of April 2008, the above-named individual personally appeared before me, and acknowledged that he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. /S/ SUSAN E. DEAR Notary Public Commonwealth of Pennsylvania Notarial Seal Susan E. Dear, Notary Public Concord Twp., Delaware County My Commission Expires on January 8, 2009