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*
Zhang Jack Y.

(Last) (First) (Middle)
C/O AMPHASTAR PHARMACEUTICALS, INC.
11570 6TH STREET

(Street)
RANCHO CUCAMONGA CA 91730

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Amphastar Pharmaceuticals, Inc. [ AMPH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO & Chief Scientific Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 03/16/2017 A 156,554(1) A $0 1,244,889 D
Common Stock 03/17/2017 F 23,108(2) D $13.75 1,221,781 D
Common Stock 03/16/2017 A 67,415(1) A $0 819,736 I See footnote(3)
Common Stock 03/17/2017 F 9,951(2) D $13.75 809,785 I See footnote(3)
Common Stock 7,461,594 I See footnote(4)
Common Stock 5,000 I See footnote(5)
Common Stock 200,000 I See footnote(6)
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
Employee Stock Option (right to buy) $14.69 03/16/2017 A 490,477 (7) 03/16/2025 Common Stock 490,477 $0 490,477 D
Employee Stock Option (right to buy) $14.69 03/16/2017 A 211,213 (7) 03/16/2025 Common Stock 211,213 $0 211,213 I See footnote(3)
1. Name and Address of Reporting Person*
Zhang Jack Y.

(Last) (First) (Middle)
C/O AMPHASTAR PHARMACEUTICALS, INC.
11570 6TH STREET

(Street)
RANCHO CUCAMONGA CA 91730

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Luo Mary Z.

(Last) (First) (Middle)
C/O AMPHASTAR PHARMACEUTICALS, INC.
11570 6TH STREET

(Street)
RANCHO CUCAMONGA CA 91730

(City) (State) (Zip)
Explanation of Responses:
1. The reported shares are represented by restricted stock units, or RSUs, which vest in three equal annual installments beginning on March 16, 2018.
2. The reported shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of RSUs.
3. The securities are held of record by Mary Z. Luo. The reporting persons are husband and wife.
4. The shares are held of record by APCL, of which the reporting persons are the sole owners.
5. The shares are held of record in an account for the benefit of the reporting persons' son. The reporting persons disclaim beneficial ownership of these shares, and the inclusion of these shares in this report should not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16, or for any other purpose.
6. The shares are held of record by a trust for the benefit of the reporting persons' son. The reporting persons disclaim beneficial ownership of these shares, and the inclusion of these shares in this report should not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16, or for any other purpose.
7. Shares subject to the option vest in three equal annual installments beginning on March 16, 2018.
/s/ Ken Stupak, by power of attorney for Jack Y. Zhang 03/20/2017
/s/ Ken Stupak, by power of attorney for Mary Z. Luo 03/20/2017
** 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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