Edgar Filing: VIVUS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NORTH TIDE CAPITAL, LLC

2. Issuer Name and Ticker or Trading Symbol
VIVUS INC [VVUS]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

500 BOYLSTON STREET, SUITE 310

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2015

(Street)

BOSTON, MA 02116

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	01/07/2015		P		20,010	A	$ 3.0357	12,020,010	I	See Footnotes ⁽¹⁾ ⁽³⁾
Common Stock	01/07/2015		P		46,690	A	$ 3.0357	12,066,700	I	See Footnotes ⁽¹⁾ ⁽²⁾
Common Stock	01/07/2015		P		27,120	A	$ 3.05	12,093,820	I	See Footnotes ⁽¹⁾ ⁽³⁾
Common Stock	01/07/2015		P		63,280	A	$ 3.05	12,157,100	I	See Footnote2 ⁽¹⁾ ⁽²⁾
Common Stock	01/07/2015		P		22,500	A	$ 3.05	12,179,600	I	See Footnotes ⁽¹⁾ ⁽³⁾
Common Stock	01/07/2015		P		52,500	A	$ 3.05	12,232,100	I	See Footnotes ⁽¹⁾ ⁽²⁾
Common Stock	01/07/2015		P		15,000	A	$ 3.055	12,247,100	I	See Footnotes ⁽¹⁾ ⁽³⁾
Common Stock	01/07/2015		P		35,000	A	$ 3.055	12,282,100	I	See Footnotes ⁽¹⁾ ⁽²⁾
Common Stock	01/08/2015		P		15,000	A	$ 3.1962	12,297,100	I	See Footnotes ⁽¹⁾ ⁽³⁾
Common Stock	01/08/2015		P		35,000	A	$ 3.1962	12,332,100	I	See Footnotes ⁽¹⁾ ⁽²⁾
Common Stock	01/08/2015		P		50,370	A	$ 3.2271	12,382,470	I	See Footnotes ⁽¹⁾ ⁽³⁾
Common Stock	01/08/2015		P		117,530	A	$ 3.2271	12,500,000	I	See Footnotes ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NORTH TIDE CAPITAL, LLC 500 BOYLSTON STREET SUITE 310 BOSTON, MA 02116		X
North Tide Capital Master, LP 500 BOYLSTON STREET SUITE 310 BOSTON, MA 02116		X
Laughlin Conan 500 BOYLSTON STREET SUITE 310 BOSTON, MA 02116		X

Signatures

/s/ NORTH TIDE CAPITAL, LLC, by Conan Laughlin, Manager		01/09/2015
^**Signature of Reporting Person		Date
/s/ NORTH TIDE CAPITAL MASTER, LP, by North Tide Capital GP, LLC, Conan Laughlin, Manager		01/09/2015
^**Signature of Reporting Person		Date
/s/ CONAN LAUGHLIN		01/09/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares reported herein represent: as of January 7, 2015, (i) 11,347,470 shares held by North Tide Capital Master, LP (the "Master Fund") and (ii) 934,630 shares held by a managed account (the "Account); and as of January 8, 2015, (i) 11,500,000 shares held by the Master Fund and (ii) 1,000,000 shares held by the Account. North Tide Capital, LLC ("North Tide") serves as investment manager for the Master Fund and the Account. Mr. Laughlin serves as manager of North Tide. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.
(2)	Transaction for the benefit of the Master Fund.
(3)	Transaction for the benefit of the Account.

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