Sec Form 3 Filing - Mohamed Johann Noor @ VIVUS INC - 2015-10-01

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

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1. Name and Address of Reporting Person Mohamed Johann Noor 2. Issuer Name and Ticker or Trading Symbol VIVUS INC [ VVUS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim CFO & Interim CAO (Last) (First) (Middle) C/O VIVUS, INC., 351 E. EVELYN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2015 (Street) MOUNTAIN VIEW, CA94041 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 ( 1 ) 55,244 ( 2 ) D

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 Employee Stock Option (right to buy) $ 18.71 ( 3 ) 10/24/2022 Common Stock 15,000 D Employee Stock Option (right to buy) $ 12.39 ( 4 ) 01/25/2023 Common Stock 2,500 D Employee Stock Option (right to buy) $ 7.75 ( 5 ) 01/28/2021 Common Stock 11,300 D Employee Stock Option (right to buy) $ 2.74 ( 6 ) 01/23/2022 Common Stock 26,400 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mohamed Johann Noor C/O VIVUS, INC. 351 E. EVELYN AVENUE MOUNTAIN VIEW, CA94041 Interim CFO & Interim CAO Signatures /s/Julie Hollenback, Attorney-in-Fact 10/05/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of VIVUS, Inc. common stock. ( 2 )The total amount of securities beneficially owned includes awards totaling 54,714 restricted stock units ("RSUs"), of which 50,225 are unvested. The RSUs vest on various dates between July 1, 2014 and January 1, 2019, subject to the reporting person continuing to be a Service Provider (as defined in the Issuer's 2010 Equity Incentive Plan) on the relevant vesting dates. ( 3 )Twenty-five percent (25%) of the total number of shares underlying the option vested and became exercisable on October 1, 2013, and one forty-eighth (1/48th) of the total number of shares underlying the option vest on the 1st of each month thereafter, subject to the reporting person continuing to be a Service Provider (as defined in the Issuer's 2010 Equity Incentive Plan) on the relevant vesting dates. ( 4 )Twenty-five percent (25%) of the total number of shares underlying the option vested and became exercisable on January 25, 2014, and one forty-eighth (1/48th) of the total number of shares underlying the option vest on the 25th of each month thereafter, subject to the reporting person continuing to be a Service Provider (as defined in the Issuer's 2010 Equity Incentive Plan) on the relevant vesting dates. ( 5 )Twenty-five percent (25%) of the total number of shares underlying the option vested and became exercisable on January 28, 2015, and one forty-eighth (1/48th) of the total number of shares underlying the option vest on the 28th of each month thereafter, subject to the reporting person continuing to be a Service Provider (as defined in the Issuer's 2010 Equity Incentive Plan) on the relevant vesting dates. ( 6 )Twenty-five percent (25%) of the total number of shares underlying the option will vest and become exercisable on January 23, 2016, and one forty-eighth (1/48th) of the total number of shares underlying the option will vest on the 23rd of each month thereafter, subject to the reporting person continuing to be a Service Provider (as defined in the Issuer's 2010 Equity Incentive Plan) on the relevant vesting dates.

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).

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