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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ENDO PHARMACEUTICALS HOLDINGS INC 100 ENDO BOULEVARD CHADDS FORD, PA 19317 |
X | |||
BTB Purchaser Inc. 100 ENDO BOULEVARD CHADDS FORD, PA 19317 |
X |
/s/ Caroline B. Manogue | 03/20/2009 | |
**Signature of Reporting Person | Date | |
/s/ Caroline B. Manogue | 03/20/2009 | |
**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) | On February 23, 2009, Endo and Purchaser announced the commencement of a subsequent offering period, during which these Shares were tendered and accepted for payment. Certain of the Shares tendered during the subsequent offering period were previously delivered through notices of guaranteed delivery during the tender offer. The subsequent offering period expired at 5:00 p.m. on March 18, 2009. |
(2) | Pursuant to the terms of the Agreement & Plan of Merger, dated as of Jan. 5, 2009, by and among Endo Pharmaceuticals Holdings Inc. ("Endo"), BTB Purchaser Inc. ("BTB") and Indevus Pharmaceuticals, Inc. ("Indevus"), Endo (through BTB) commenced a cash tender offer to purchase all of the issued and outstanding shares fo the common stock of Indevus (the "Shares") at a price of $4.50 per share, without interest, plus contractual rights to receive up to an additional $3.00 per Share in contingent cash consideration payments. The initial tender offer period expired at 5:00 p.m.(ET), Fri., Feb. 20, 2009, at which time approximately 55,008,149 Shares had been validly tendered and not withdrawn pursuant to the tender offer and such Shares were accepted for purchase by the Purchaser on Feb. 23, 2009; such number represents the number of Shares in which the Reporting Person has a beneficial interest as of that date. |
(3) | Representing approximately 88.603% of Indevus' outstanding Shares. |
(4) | Representing approximately 89.155% of Indevus' outstanding Shares. |