Assertio Holdings, Inc. — Major Shareholding Notification 2020

Jun 1, 2020

SC 13G 1 p20-1150sc13g.htm ASSERTIO HOLDINGS, INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Assertio
Holdings, Inc.
(Name of Issuer)
Common Stock,
par value $0.0001 per share
(Title of Class of Securities)
04546C106
(CUSIP Number)
May 20, 2020
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 8 Pages)

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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (" Act ") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 04546C106 13G Page 2 of 8 Pages

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1	NAMES OF REPORTING PERSONS Highbridge Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 6,947,025 shares of Common Stock (including 3,383,170
shares of Common Stock issuable upon exercise of warrants)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 6,947,025 shares of Common Stock (including 3,383,170
shares of Common Stock issuable upon exercise of warrants)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,947,025 shares of Common Stock (including 3,383,170
shares of Common Stock issuable upon exercise of warrants)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.26%
12	TYPE OF REPORTING PERSON IA, OO

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CUSIP No. 04546C106 13G Page 3 of 8 Pages

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1	NAMES OF REPORTING PERSONS Highbridge Tactical Credit Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 6,947,025 shares of Common Stock (including 3,383,170
shares of Common Stock issuable upon exercise of warrants)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 6,947,025 shares of Common Stock (including 3,383,170
shares of Common Stock issuable upon exercise of warrants)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,947,025 shares of Common Stock (including 3,383,170
shares of Common Stock issuable upon exercise of warrants)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.26%
12	TYPE OF REPORTING PERSON PN

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CUSIP No. 04546C106 13G Page 4 of 8 Pages

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Item 1(a).
The name of the issuer is Assertio Holdings, Inc. (the " Company ").

Item 1(b).
The Company's principal executive offices are located at 100 South Sanders Rd., Suite 300, Lake Forest, IL 60045.

Item 2(a).	NAME OF PERSON FILING:
Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Item 2(c).	CITIZENSHIP:

This statement is filed by:
(i)	Highbridge Capital Management, LLC 277 Park Avenue, 23rd Floor New York, New York 10172 Citizenship: State of Delaware
(ii)	Highbridge Tactical Credit Master Fund, L.P. 277 Park Avenue, 23rd Floor New York, New York 10172 Citizenship: State of Delaware
The foregoing persons are hereinafter sometimes collectively referred to as the " Reporting Persons ."

Item 2(d).
Common Stock, par value $0.0001 per share (the " Common Stock ").

Item 2(e).
04546C106

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act,
(b)	¨	Bank as defined in Section 3(a)(6) of the Act,
(c)	¨	Insurance Company as defined in Section 3(a)(19) of the Act,
(d)	¨	Investment Company registered under Section 8 of the Investment Company Act of 1940,
(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

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(f)	¨	Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
(g)	¨	Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
(h)	¨	Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ________

ITEM 4. OWNERSHIP .

(a) Amount beneficially owned:

As of the date hereof, (i) Highbridge Capital Management, LLC, as the trading manager of Highbridge Tactical Credit Master Fund, L.P., may be deemed to be the beneficial owner of the 6,947,025 shares of Common Stock (including 3,383,170 shares of Common Stock issuable upon exercise of warrants) held by Highbridge Tactical Credit Master Fund, L.P. and (ii) Highbridge Tactical Credit Master Fund, L.P. may be deemed to be the beneficial owner of the 6,947,025 shares of Common Stock (including 3,383,170 shares of Common Stock issuable upon exercise of warrants) held by it.

(b) Percent of class:

The percentages used herein and in the rest of this Schedule 13G are calculated based upon 107,649,510 shares of Common Stock outstanding, which is the sum of (i) the 81,492,578 shares of common stock outstanding of Assertio Therapeutics, Inc. ("Assertio Therapeutics") as of May 19, 2020 as reported in Exhibit 2.1 of Assertio Therapeutics' Form 8-K filed by Assertio Therapeutics with the Securities and Exchange Commission ("SEC") on May 22, 2020 and (ii) the sum of (a) 9,611,957 shares of common stock outstanding ("Zyla Shares") of Zyla Life Sciences ("Zyla") and (b) 870,816 Zyla restricted stock units ("Zyla RSUs") which will be exchanged for Common Stock, as reported in the Company's Registration Statement on Form S-4 filed by the Company with the SEC on April 8, 2020, after multiplying the Zyla Shares and Zyla RSUs by 2.5 in accordance with that certain Agreement and Plan of Merger, dated as of March 16, 2020, by and among Alligator Zebra Holdings, Inc., Assertio Therapeutics, Zebra Merger Sub, Inc., Alligator Merger Sub, Inc., and Zyla filed by Zyla with the SEC on March 17, 2020 and assumes the exercise of the warrants reported herein. Therefore, as of the date hereof, (i) Highbridge Capital Management, LLC may be deemed to beneficially own approximately 6.26% of the outstanding shares of Common Stock and (ii) Highbridge Tactical Credit Master Fund, L.P. may be deemed to beneficially own approximately 6.26% of the outstanding shares of Common Stock.

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CUSIP No. 04546C106 13G Page 6 of 8 Pages

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The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock (including the shares of Common Stock issuable upon exercise of warrants) held by Highbridge Tactical Credit Master Fund, L.P.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

0

(ii) Shared power to vote or to direct the vote

See Item 4(a)

(iii) Sole power to dispose or to direct the disposition of

0

(iv) Shared power to dispose or to direct the disposition of

See Item 4(a)

Item 5.
Not applicable.

Item 6.
Not applicable.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

ITEM 10. CERTIFICATION.

Each Reporting Person hereby makes the following certification:
By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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CUSIP No. 04546C106 13G Page 7 of 8 Pages

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: June 1, 2020

HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By:	/s/ John Oliva
Name:	John Oliva
Title:	Managing Director
HIGHBRIDGE TACTICAL CREDIT MASTER FUND, L.P.
By:	Highbridge Capital Management, LLC its Trading Manager
By:	/s/ John Oliva
Name:	John Oliva
Title:	Managing Director

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CUSIP No. 04546C106 13G Page 8 of 8 Pages

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EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: June 1, 2020

HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By:	/s/ John Oliva
Name:	John Oliva
Title:	Managing Director
HIGHBRIDGE TACTICAL CREDIT MASTER FUND, L.P.
By:	Highbridge Capital Management, LLC its Trading Manager
By:	/s/ John Oliva
Name:	John Oliva
Title:	Managing Director