Assertio Holdings, Inc. — Director's Dealing 2020

May 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Assertio Holdings, Inc. (ASRT)
CIK: 0001808665
Period of Report: 2020-05-20

Reporting Person: Walbert Timothy P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-20	Common Stock	A	49143	—	Acquired	49143	Direct
2020-05-20	Common Stock	A	211111	—	Acquired	211111	Direct

Footnotes

F1: Common stock of Assertio Holdings, Inc. ("Issuer") acquired at the effective time ("Effective Time") of the transactions contemplated in the Agreement and Plan of Merger, dated as of March 16, 2020 (the "Merger Agreement"), by and among Issuer, Zyla Life Sciences ("Zyla") and the other parties thereto. Pursuant to the Merger Agreement, each share of Zyla common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive, and became exchangeable for 2.5 shares of Issuer common stock. Issuer common stock had a market value of approximately $0.80 per share at the close of market immediately prior to the Effective Time.

F2: Additionally, all outstanding time-based restricted stock units of Zyla were cancelled and, in exchange therefor, each former holder of any such cancelled restricted stock unit has the right to receive a number of shares of fully vested Issuer common stock (rounded to the nearest whole number) equal to the product of (1) 2.5 and (2) the number of shares of Zyla common stock covered by such restricted stock unit.

F3: Totals exclude shares withheld by the Issuer for applicable tax withholdings.

F4: One-third of these restricted stock units are scheduled to vest on each of May 20, 2021, 2022 and 2023, assuming continued service through the applicable vesting date.