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