SEC Form 4 · accession 0001104659-26-074746
Assertio Holdings, Inc. · ASRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul Schwichtenberg
Officer — President and COO
Period of report
Jun 16, 2026
Accepted (ET)
Jun 16, 2026 · 6:30 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001808665
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 16, 2026 | U | 13,987 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3 | $0.00 | Jun 16, 2026 | D | 32,042 | D | — | — | Common Stock | 32,042 | 0 | D |
| Stock Option (Right to Buy)F4 | $19.65 | Jun 16, 2026 | D | 15,666 | D | — | — | Common Stock | 15,666 | 0 | D |
| Stock Option (Right to Buy)F4 | $11.8965 | Jun 16, 2026 | D | 22,666 | D | — | — | Common Stock | 22,666 | 0 | D |
| Stock Option (Right to Buy)F4 | $12.177 | Jun 16, 2026 | D | 12,591 | D | — | — | Common Stock | 12,591 | 0 | D |
| Stock Option (Right to Buy)F4 | $11.77 | Jun 16, 2026 | D | 27,888 | D | — | — | Common Stock | 27,888 | 0 | D |
Explanation of responses
- F1This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 13, 2026, by and among Assertio Holdings, Inc. (the "Issuer"), Zydus Worldwide DMCC ("Parent"), Zara Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser") and Zydus Pharmaceuticals (USA) Inc., pursuant to which Purchaser completed a tender offer (the "Offer") for all outstanding shares of common stock of the Issuer ("Company Common Stock") at a price of $23.50 per share in cash, without interest (the "Offer Price"), and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"), effective as of June 16, 2026 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right [continues to Footnote 2]
- F2[continues from Footnote 1] to receive the Offer Price, less any applicable withholding taxes.
- F3Pursuant to the Merger Agreement, each restricted stock unit of the Issuer (each, a "Company RSU") that was outstanding but unvested immediately prior to the Effective Time became fully vested as of immediately prior to the Effective Time and, at the Effective Time, each outstanding Company RSU was cancelled and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the Offer Price.
- F4Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock (each, a "Company Stock Option") that was outstanding immediately prior to the Effective Time, whether vested or unvested, with an exercise price per share less than the Offer Price, was cancelled at the Effective Time and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the product of (A) the excess of the Offer Price over the exercise price payable per share of Company Common Stock under such Company Stock Option, multiplied by (B) the total number of shares of Company Common Stock subject to such Company Stock Option. Each Company Stock Option with an exercise price per share equal to or greater than the Offer Price was cancelled at the Effective Time without any cash payment in respect thereof.