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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2010 Stock Incentive Plan Stock Options (NQ) (9) | $ 79.33 | 02/26/2014 | A | 20,182 | (10) | 02/26/2024 | Common Stock | 20,182 | $ 0 (3) | 91,359 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Farhat Camille C/O AMERICAN MEDICAL SYSTEMS 10700 BREN ROAD WEST MINNETONKA, MN 55343 |
President, AMS, Inc. | |||
| /s/ Caroline B. Manogue, by power of attorney | 02/28/2014 | |
| **Signature of Reporting Person | Date |
| * | 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) | The performance shares vest upon the Company achieving certain shareholder return targets over a cumulative 3-year period. |
| (2) | Represents target quantity of shares issuable. The exact number of shares issuable will be determined on achievement of certain shareholder return targets over a cumulative 3-year period, as determined by the Board of Directors of Endo Health Solutions Inc. The executive can earn between 0% and 300% of the target shares. |
| (3) | These securities were granted to Mr. Farhat in consideration of his services as the President of American Medical Systems, a subsidiary of Endo Health Solutions Inc. |
| (4) | Represents the cumulative target quantity of shares issuable with respect to all 2010 Stock Incentive Plan performance shares outstanding. The cumulative total is the combination of the target payouts for the current grant and all past grants made under the 2010 Stock Incentive Plan and still outstanding, which are subject to a range of payouts depending on the achievement of certain performance metrics as described herein for the current grants and as previously disclosed for all other performance share grants. |
| (5) | Upon each vesting date, each vested restricted stock unit automatically converts into one (1) share of Endo Health Solutions Inc. common stock. These restricted stock units (RSUs) are generally exercisable 25% per year on each of February 26, 2015, February 26, 2016, February 26, 2017 and February 26, 2018. Upon vesting, we consider the underlying RSUs |
| (6) | Twenty-five percent (25%) of Mr. Farhat's February 27, 2013 grant of restricted stock units (RSUs) vested on February 27, 2014. Upon vesting, certain shares are delivered by the issuer to satisfy tax obligations on shares acquired. |
| (7) | These shares represent stock withheld by the issuer to satisfy tax obligations on shares acquired upon vesting of restricted stock units. |
| (8) | $79.82 represents the vesting price, which is the average of the high and low share price on February 27, 2014 |
| (9) | Representing the right to buy shares of common stock, par value $0.01 per share, of Endo Health Solutions Inc. |
| (10) | These stock options are generally exercisable 25% per year on each of February 26, 2015, February 26, 2016, February 26, 2017, and February 26, 2018. |