Sec Form 4 Filing - Timberlake John Edward @ Valeritas Holdings Inc. - 2017-12-05

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 Timberlake John Edward 2. Issuer Name and Ticker or Trading Symbol Valeritas Holdings Inc. [ VLRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 750 ROUTE 202 SOUTH, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 12/05/2017 (Street) BRIDGEWATER, NJ08807 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

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) $ 7.12 12/05/2017 D 74,700 ( 1 ) 03/23/2027 Common Stock 74,700 ( 2 ) 187,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Timberlake John Edward 750 ROUTE 202 SOUTH, SUITE 600 BRIDGEWATER, NJ08807 X See Remarks Signatures /s/ John E Timberlake 12/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option was granted on March 23, 2017 and provided for 25% vesting on September 23, 2017, the six-month anniversary of the original date of grant. The remaining shares underlying the option vest in 10 substantially equal quarterly installments upon completion of each additional three months of service measured after such six-month anniversary. ( 2 )On December 5, 2017, the reporting person surrendered 74,700 shares underlying the option, which represents a portion of the option that was inadvertently issued to the reporting person above the annual individual grant limit imposed by the Issuer's employee stock option plan. The revised option consists of 187,500 shares with an exercise price of $7.12 per share. As of the date of this report, 25% of the option (46,875 shares) has vested, and the remaining 140,625 shares underlying the option vest in accordance with the same schedule as set forth in (1) above.

Remarks: Chief Executive Officer and President

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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