SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
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)
Code V Amount (A) or (D) Price
Common Stock 01/13/2014 M 40,000 A $5.1 139,000(1) I Held by the Bailey 1995 Family Trust
Common Stock 01/13/2014 S 21,951 D $53.3148(4) 117,049(1) I Held by the Bailey 1995 Family Trust
Common Stock 01/13/2014 S 18,049 D $54.0351(4) 99,000(1) I Held by the Bailey 1995 Family Trust
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
Stock Option (right to buy)(2) $5.1 01/13/2014 M 40,000 (3) 02/25/2019 Common Stock 40,000 $0.00 20,000(1) I Held by the Bailey 1995 Family Trust
Explanation of Responses:
1. As of the date of this Form 4, the reporting person holds Questcor Pharmaceuticals, Inc. stock options to purchase 1,025,000 shares of common stock; of such amount, 822,290 shares are fully vested and exercisable. The reporting person also holds 391,291 shares of Questcor Pharmaceuticals, Inc. common stock, of which 292,291 shares are held directly by the reporting person, which includes the acquisition of 974 shares of common stock through the Questcor Pharmaceuticals, Inc. Amended and Restated Employee Stock Purchase Plan.
2. Options were granted under the Questcor Pharmaceuticals, Inc. 2006 Equity Incentive Award Plan.
3. The option was granted on 02/26/2009 for the right to buy 220,000 shares of common stock of the Issuer. The option provided for monthly vesting over 48 months from the date of grant, with a 12-month cliff, whereby no options vested until after the twelfth month from the date of the grant.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.71-$53.70 and $53.71-$54.71, respectively. The reporting person undertakes to provide Questcor Pharmaceuticals, Inc., any security holder of Questcor Pharmaceuticals, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan (the "Automatic Trading Plan") adopted by the reporting person in the second quarter of 2013 and effective 90 days post-adoption. There have been no changes to the Automatic Trading Plan since its adoption, and there have been no sales by the Reporting Person outside of the Automatic Trading Plan since its adoption. The Automatic Trading Plan controls the exact dates and amounts of sales.
/s/Don M. Bailey 01/15/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.