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^*

Radie Robert S

(Last)

(First)

(Middle)

600 LEE ROAD, SUITE 100

(Street)

WAYNE

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zyla Life Sciences [ ZCOR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2019

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	12/31/2019		M		66,000⁽¹⁾	A	$2.5	66,000	D
Common Stock	12/31/2019		M		66,000⁽²⁾	A	$2.5	132,000	D
Common Stock	12/31/2019		F		55,085⁽³⁾	D	$2.5	76,915	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)
Restricted Stock Units	⁽⁴⁾	12/31/2019		M		66,000		⁽⁵⁾	⁽⁵⁾	Common Stock	66,000	$0	0	D
Restricted Stock Units	⁽⁴⁾	12/31/2019		M		66,000		⁽⁶⁾	⁽⁶⁾	Common Stock	66,000	$0	0	D

Explanation of Responses:

1. Accelerated vesting of time-based restricted stock units pursuant to the reporting person's Separation and General Release Agreement. Such restricted stock units were scheduled to vest on March 26, 2020. The restricted stock units represent the right to receive an equal number of shares of Common Stock issued pursuant to the Zyla Life Sciences 2019 Stock-Based Incentive Compensation Plan. The shares are convertible into Common Stock immediately.

2. Accelerated vesting of performance-based restricted stock units pursuant to the reporting person's Separation and General Release Agreement. Such restricted stock units were eligible to vest on March 26, 2020. The restricted stock units represent the right to receive an equal number of shares of Common Stock issued pursuant to the Zyla Life Sciences 2019 Stock-Based Incentive Compensation Plan. The shares are convertible into Common Stock immediately.

3. Represents shares withheld to pay taxes applicable to vesting of restricted stock units.

4. Restricted Stock Units convert into Common Stock on a one-for-one basis.

5. On March 26, 2019, the reporting person was granted 66,000 restricted stock units that were scheduled to vest on March 26, 2020.

6. On March 26, 2019 the reporting person was granted 66,000 performance-based restricted stock units that were eligible to vest on March 26, 2020, subject to the Company's achievement of at least 75% of its 2019 Corporate Goals, as set by the Board in March 2019, with the exact number of performance-based RSUs vesting pro-rated based on the level of achievement between 75% and 100%.

	/s/ Megan Timmins, attorney-in-fact for Robert Radie	01/02/2020
	** 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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