Sec Form 4 Filing - Cosmo Technologies Ltd @ SANTARUS INC - 2013-05-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Cosmo Technologies Ltd
2. Issuer Name and Ticker or Trading Symbol
SANTARUS INC [ SNTS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
42-43 AMIENS ST.
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2013
(Street)
DUBLIN, IRELAND, L21
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 05/15/2013 S 4,887,500 D $ 17.6751 ( 1 ) 2,991,044 D ( 2 )
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 Name / Address Relationships
Director 10% Owner Officer Other
Cosmo Technologies Ltd
42-43 AMIENS ST.
DUBLIN, IRELAND, L21
X
Cipriano Giuseppe
VIA C. COLOMBO, 1
LAINATE-MILANO, ITALY, L620020
Related Entity
Cosmo Holding S.p.A.
PIAZZA DELLA REPUBBLICA, 3
MILANO, ITALY, L620121
Related Entity
Cosmo Pharmaceuticals S.p.A.
VIA C. COLOMBO, 1
LAINATE-MILANO, ITALY, L620020
Related Entity
Ajani Mauro
VIA C. COLOMBO, 1
LAINATE-MILANO, ITALY, L620020
Related Entity
Moro Luigi
VIA C. COLOMBO, 1
LAINATE-MILANO, ITALY, L620020
Related Entity
Signatures
/s/ Cosmo Technologies Ltd., by Giuseppe Cipriano 05/15/2013
Signature of Reporting Person Date
/s/ Giuseppe Cipriano, Individually 05/15/2013
Signature of Reporting Person Date
/s/ Cosmo Holding S.p.A., by Mauro Ajani 05/15/2013
Signature of Reporting Person Date
/s/ Cosmo Pharmaceuticals S.p.A., by Mauro Ajani 05/15/2013
Signature of Reporting Person Date
/s/ Mauro Ajani, Individually 05/15/2013
Signature of Reporting Person Date
/s/ Luigi Moro, Individually 05/15/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The complete price is $17.675125.
( 2 )These securities are owned directly by Cosmo Technologies Ltd., which is a wholly-owned subsidiary of Cosmo Pharmaceuticals S.p.A., which is a majority owned subsidiary of Cosmo Holding S.p.A. Cosmo Pharmaceuticals S.p.A. and Cosmo Holding S.p.A. may be deemed indirect beneficial owners of the reported securities. Messrs. Giuseppe Cipriano, Luigi Moro and Mauro Ajani may also be deemed to be indirect beneficial owners of the reported securities due to their relationship with these entities.

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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