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: SMITH TODD N (Director, Director, Pres & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-20	Common Stock	A	644925	—	Acquired	644925	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-20	Stock Option (right to buy)	$0.60	A	603750	Acquired	2030-03-04	Common Stock (603750)	Direct
2020-05-20	Stock Option (right to buy)	$0.948	A	450000	Acquired	2030-03-04	Common Stock (450000)	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: At the Effective Time, each outstanding option to purchase shares of Zyla's common stock, whether vested or unvested, that is outstanding immediately prior to the Effective Time was converted into an option to purchase shares of Issuer common stock, on the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration thereof provided for in the relevant Zyla equity plan or in the related award document by reason of the transactions contemplated by the Merger Agreement) as were applicable to such Zyla option as of immediately prior to the Effective Time.

F5: The number of shares of Issuer common stock subject to each such Parent option is equal to (1) the number of shares of Zyla common stock subject to the corresponding Zyla option immediately prior to the Effective Time multiplied by (2) 2.5, rounded, if necessary, to the nearest whole share of Issuer common stock, with an exercise per share (rounded to the nearest whole cent) adjusted as provided in the Merger Agreement.