Sec Form 4 Filing - SMITH TODD N @ Assertio Holdings, Inc. - 2020-05-20

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 SMITH TODD N 2. Issuer Name and Ticker or Trading Symbol Assertio Holdings, Inc. [ ASRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Director, Pres & CEO (Last) (First) (Middle) C/O ASSERTIO HOLDINGS, INC., 100 SOUTH SAUNDERS ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/20/2020 (Street) LAKE FOREST, IL60045 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 05/20/2020 A( 1 )( 2 ) 644,925 ( 3 ) A 644,925 ( 3 ) 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 Stock Option (right to buy) $ 0.6 05/20/2020 A( 4 )( 5 ) 603,750 ( 4 )( 5 ) 03/04/2030 Common Stock 603,750 ( 4 ) ( 5 ) 603,750 D Stock Option (right to buy) $ 0.948 05/20/2020 A( 4 )( 5 ) 450,000 ( 4 )( 5 ) 03/04/2030 Common Stock 450,000 ( 4 ) ( 5 ) 450,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH TODD N C/O ASSERTIO HOLDINGS, INC. 100 SOUTH SAUNDERS ROAD, SUITE 300 LAKE FOREST, IL60045 X Director, Pres & CEO Signatures /s/ Jennifer Hipelius, attorney-in-fact for Todd N. Smith 05/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Common stock of Assertio Holdings, Inc. ("Issuer") acquired at the effective time ("Effective Time") of the transactions contemplated in the Agreement and Plan of Merger, dated as of March 16, 2020 (the "Merger Agreement"), by and among Issuer, Zyla Life Sciences ("Zyla") and the other parties thereto. Pursuant to the Merger Agreement, each share of Zyla common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive, and became exchangeable for 2.5 shares of Issuer common stock. Issuer common stock had a market value of approximately $0.80 per share at the close of market immediately prior to the Effective Time. ( 2 )Additionally, all outstanding time-based restricted stock units of Zyla were cancelled and, in exchange therefor, each former holder of any such cancelled restricted stock unit has the right to receive a number of shares of fully vested Issuer common stock (rounded to the nearest whole number) equal to the product of (1) 2.5 and (2) the number of shares of Zyla common stock covered by such restricted stock unit. ( 3 )Totals exclude shares withheld by the Issuer for applicable tax withholdings. ( 4 )At the Effective Time, each outstanding option to purchase shares of Zyla's common stock, whether vested or unvested, that is outstanding immediately prior to the Effective Time was converted into an option to purchase shares of Issuer common stock, on the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration thereof provided for in the relevant Zyla equity plan or in the related award document by reason of the transactions contemplated by the Merger Agreement) as were applicable to such Zyla option as of immediately prior to the Effective Time. ( 5 )The number of shares of Issuer common stock subject to each such Parent option is equal to (1) the number of shares of Zyla common stock subject to the corresponding Zyla option immediately prior to the Effective Time multiplied by (2) 2.5, rounded, if necessary, to the nearest whole share of Issuer common stock, with an exercise per share (rounded to the nearest whole cent) adjusted as provided in the Merger Agreement.

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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