Sec Form 3 Filing - Endo International plc @ BIOSPECIFICS TECHNOLOGIES CORP - 2020-10-19

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Endo International plc
2. Issuer Name and Ticker or Trading Symbol
BIOSPECIFICS TECHNOLOGIES CORP [ BSTC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See footnotes (1)(2)(3)(4)
(Last) (First) (Middle)
FIRST FLOOR, MINERVA HOUSE,, SIMMONSCOURT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
10/19/2020
(Street)
BALLSBRIDGE, DUBLIN 4, L2
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value ( 1 ) ( 2 ) ( 3 ) ( 4 ) 0 ( 1 ) ( 2 ) ( 3 ) ( 4 ) I ( 1 ) ( 2 ) ( 3 ) ( 4 ) See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Na me / Address Relationships
Director 10% Owner Officer Other
Endo International plc
FIRST FLOOR, MINERVA HOUSE,
SIMMONSCOURT ROAD
BALLSBRIDGE, DUBLIN 4, L2
See footnotes (1)(2)(3)(4)
Signatures
/s/ Matthew J. Maletta, as Executive Vice President, Chief Legal Officer and Company Secretary on behalf of Endo International plc 10/29/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Persons do not beneficially own any equity securities of BioSpecifics Technologies Corp. (the "Issuer") as defined in Rule 16a-1(a)(2) of the Exchange Act. The Reporting Persons are filing this Form 3 solely due to the entry into a Support Agreement, dated as of October 19, 2020 (the "Support Agreement"), by and among the Reporting Persons and the Marital Trust U/W/O Edwin H. Wegman dated 8-10-06 (the "Stockholder"), representing an aggregate of 935,073 shares of the Issuer's common stock beneficially owned by the Stockholder, which represents approximately 12.7% of Issuer's total outstanding shares based on 7,344,955 shares of the Issuer's common stock (consisting of 7,344,955 shares of the Issuer's common stock reported outstanding as of October 19, 2020).
( 2 )The Support Agreement was entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 19, 2020, by and among the Reporting Persons and the Issuer. For additional information regarding the Support Agreement and the Merger Agreement, see Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on October 29, 2020.
( 3 )Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.
( 4 )Generally, upon the exercise of any security convertible or exchangeable for any Issuer common stock by the Stockholder party to the Support Agreement, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreement and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreement.

Remarks:
No securities beneficially owned.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.