Sec Form 4 Filing - CR Group L.P. @ Assertio Holdings, Inc. - 2020-12-18

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 CR Group L.P. 2. Issuer Name and Ticker or Trading Symbol Assertio Holdings, Inc. [ ASRT] 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) 1000 MAIN ST., SUITE 2500 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2020 (Street) HOUSTON, TX77002 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 12/18/2020 S 500,000 D $ 0.3776 ( 1 ) 10,967,185 I By Loan Security Holdings I LLC ( 2 ) Common Stock 12/21/2020 S 500,000 D $ 0.3602 ( 3 ) 10,467,185 I By Loan Security Holdings I LLC ( 2 ) Common Stock 12/22/2020 S 1,500,000 D $ 0.339 ( 4 ) 8,967,185 I By Loan Security Holdings I LLC ( 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 CR Group L.P. 1000 MAIN ST. SUITE 2500 HOUSTON, TX77002 X CRG Partners III - Parallel Fund (A) L.P. 1000 MAIN ST. SUITE 2500 HOUSTON, PA77002 X CRG Partners III - Parallel Fund B (Cayman) L.P. 1000 MAIN ST. SUITE 2500 HOUSTON, TX77002 X CRG Partners III (Cayman) Lev AIV I L.P. 1000 MAIN ST. SUITE 2500 HOUSTON, TX77002 X CRG Partners III (Cayman) Unlev AIV I L.P. 1000 MAIN ST. SUITE 2500 HOUSTON, TX77002 X CRG Partners III L.P. 1000 MAIN ST. SUITE 2500 HOUSTON, PA77002 X Loan Security Holdings I LLC 1000 MAIN ST. SUITE 2500 HOUSTON, TX77002 X Signatures /s/ Nathan D. Hukill, authorized signatory for CR Group L.P. and each of the CRG Entities 12/22/2020 Signature of Reporting Person Date /s/ Andrei Dorenbaum, authorized signatory for Loan Security Holdings I LLC 12/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported is a weighted-average price. The shares were sold at prices ranging from $0.3700 to $0.3909. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 2 )The securities are held by Loan Security Holdings I LLC, a wholly owned LLC held by CRG Partners III - Parallel Fund "A" L.P., CRG Partners III - Parallel Fund "B" (Cayman) L.P., CRG Partners III (Cayman) Lev AIV I L.P., CRG Partners III (Cayman) Unlev AIV I L.P., and CRG Partners III L.P. (collectively, the "CRG Entities"). CRG Entities collectively hold all of the issued and outstanding shares of Loan Security Holdings I LLC. CR Group L.P. may be deemed to beneficially own the Shares and the Warrants by virtue of its position as the investment manager for the CRG Entities. ( 3 )The price reported is a weighted-average price. The shares were sold at prices ranging from $0.3535 to $0.3697. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 4 )The price reported is a weighted-average price. The shares were sold at prices ranging from $0.3310 to $0.3580. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

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.
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