SEC Form 4 · accession 0001193805-17-000533

Assertio Therapeutics, Inc · ASRT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Gavin Molinelli

Director

Period of report

Mar 28, 2017

Accepted (ET)

Mar 30, 2017 · 9:03 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001005201

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock, no par value^F1,F2	holding	—	—	—	4,038,987	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, no par value^F1,F3	holding	—	—	—	499,512	I	By Starboard Value and Opportunity S LLC
Common Stock, no par value^F1,F4	holding	—	—	—	277,452	I	By Starboard Value and Opportunity C LP
Common Stock, no par value^F1,F5	holding	—	—	—	479,319	I	By Managed Account of Starboard Value LP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option^F7	$14.23	Mar 28, 2017	A	29,268	A	—	Mar 28, 2027	Common Stock, no par value	29,268	29,268	D
Forward Purchase Contract^F1,F2,F6	—	holding	—	—	—	—	May 11, 2018	Common Stock, no par value	194,730	1	I

Explanation of responses

F1The Reporting Person may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934, as amended, and as such, may be deemed to beneficially own the securities reported herein. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F2Securities owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund").
F3Securities owned directly by Starboard Value and Opportunity S LLC.
F4Securities owned directly by Starboard Value and Opportunity C LP.
F5Securities held in a certain account managed by Starboard Value LP.
F6Starboard V&O Fund entered into forward purchase contracts with Morgan Stanley as the counterparty on November 8, 2016, providing for the purchase of an aggregate of 194,730 shares of Common Stock, having an aggregate purchase price of approximately $3,504,653 (the "Forward Contracts"). The Forward Contracts have a final valuation date of May 11, 2018, however, Starboard V&O Fund has the ability to elect early settlement after serving notice to Morgan Stanley of such intention at least 2 scheduled trading days in advance of the desired early final valuation date. The Forward Contracts provide for physical settlement. Until the settlement date, the Forward Contracts do not give Starboard V&O Fund voting and dispositive control over the shares to which such contracts relate.
F7These stock options are exercisable in 36 equal monthly installments.