Sec Form 4 Filing - Varghese Santosh T @ VIVUS INC - 2020-01-29

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 Varghese Santosh T 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) Chief Medical Officer (Last) (First) (Middle) C/O VIVUS, INC., 900 E. HAMILTON AVE., SUITE 550 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2020 (Street) CAMPBELL, CA95008 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) $ 2.21 01/29/2020 A 32,000 ( 1 ) ( 2 ) Common Stock 32,000 $ 0 32,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Varghese Santosh T C/O VIVUS, INC. 900 E. HAMILTON AVE., SUITE 550 CAMPBELL, CA95008 Chief Medical Officer Signatures /s/ John L. Slebir, Attorney-in-Fact 01/31/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )(i) One-half of the total number of shares subject to the stock option will vest and become exercisable over four years, such that one-fourth of such shares will vest and become exercisable on January 29, 2021 and an additional one forty-eighth of such shares will vest and become exercisable monthly thereafter over a period of three years following the first anniversary of the date of grant, subject to the reporting person continuing to be a Service Provider (as defined in the Issuer's 2018 Equity Incentive Plan) on the relevant vesting dates; and (ii) one-half of the total number of shares subject to the stock option will vest and become exercisable upon the achievement of both: (a) satisfaction of a performance target involving the Issuer's enterprise value and (b) the passage of at least two years from the date of grant, subject to the reporting person continuing to be a Service Provider upon the achievement of the later of (a) and (b). ( 2 )The option expires on the earlier of (a) January 29, 2027 and (b) the twelve (12) month anniversary of the date the reporting person ceases to be a Service Provider (as defined in the Issuer's 2018 Equity Incentive Plan).

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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