L. Vacirca - Jul 31, 2023 Form 4 Insider Report for Assertio Holdings, Inc. (ASRT)

Role: Director
Signature: /s/ Sam Schlessinger, Attorney-in-fact for Jeffrey L. Vacirca
Stock symbol: ASRT
Transactions as of: Jul 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 8/2/2023, 06:45 PM
Previous filing: Dec 2, 2022
Next filing: May 28, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ASRT	Common Stock	Award		+52.6K			52.6K	Jul 31, 2023	Direct	F1, F2
transaction	ASRT	Common Stock	Award	$0	+34.8K	+66.04%	$0.00	87.4K	Jul 31, 2023	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ASRT	Stock Option (right to buy)	Award	$0	+5.01K		$0.00	5.01K	Jul 31, 2023	Common Stock	5.01K	$5.69	Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 31, 2023, pursuant to the terms of an Agreement and Plan of Merger, dated as of April 24, 2023 (the "Merger Agreement"), by and among the Issuer, Spectrum Pharmaceuticals, Inc. ("Spectrum") and Spade Merger Sub 1, Inc. ("Merger Sub"), Merger Sub merged with and into Spectrum, with Spectrum continuing as the surviving corporation and as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger, each share of Spectrum common stock issued and outstanding immediately prior to the effective time automatically converted into (i) 0.1783 of a newly issued share of the Issuer's Common Stock, without interest, plus the right, if any, to receive cash in lieu of fractional shares, and (ii) one non-tradeable contingent value right ("CVR").
F2	The CVRs represent contractual, contingent rights to receive milestone payments in the form of future conditional payments worth up to an aggregate maximum amount of $0.20, which amount is settleable in cash, additional shares of the Issuer's Common Stock or a combination of cash and additional shares of Common Stock, at the Issuer's sole discretion, upon the achievement of certain sales milestones related to Spectrum's product ROLVEDON. The minimum payment on each CVR is zero and the maximum payment is $0.20.
F3	Restricted stock units were granted in accordance with the Issuer's Nonemployee Director Compensation & Grant Policy on the date the Issuer appointed the Reporting Person to serve on its Board of Directors in accordance with the Merger Agreement. One-third of these restricted stock units are scheduled to vest on each of July 31, 2024, 2025 and 2026, assuming continued service through the applicable vesting date.
F4	Stock options were granted in accordance with the Issuer's Nonemployee Director Compensation & Grant Policy on the date the Issuer appointed the Reporting Person to serve on its Board of Directors in accordance with the Merger Agreement. One-third of these stock options are scheduled to vest on each of July 31, 2024, 2025 and 2026, assuming continued service through the applicable vesting date.
F5	These derivative securities were granted to the reporting person, and were not sold to the reporting person. As such, the reporting person did not pay any consideration for these derivative securities.