Schlessinger Sam 4
4 · Assertio Holdings, Inc. · Filed Jun 16, 2026
Research Summary
AI-generated summary of this filing
Assertio (ASRT) EVP Sam Schlessinger Disposes Shares in Merger
What Happened
- Sam Schlessinger, EVP and General Counsel of Assertio Holdings (ASRT), had multiple holdings disposed/cancelled in connection with Assertio’s June 16, 2026 merger. The Form 4 reports dispositions totaling 108,771 shares and derivative units across several entries dated 2026-06-16. Under the merger, each share of common stock was converted into the right to receive $23.50 per share in cash (less applicable withholding); using the offer price, the notional value of 108,771 shares is roughly $2.56 million before taxes. Some entries on the Form 4 show $0 or “N/A” because the filing discloses cancellations/conversions of equity awards and options rather than open-market trades.
Key Details
- Transaction date: 2026-06-16 (effective time of the merger/tender offer).
- Reported disposals: 14,738; 25,748; 15,666; 18,900; 12,591; 21,128 — total 108,771 shares/derivatives.
- Offer price per share: $23.50 in cash under the Merger Agreement; estimated gross value ≈ $2.56M (actual cash paid may differ for options depending on exercise prices and after tax withholding).
- Shares owned after the transactions: not specified in the filing.
- Notable footnotes: RSUs vested immediately prior to the Effective Time and were cancelled for cash per the Merger Agreement; outstanding stock options with exercise prices below $23.50 were cashed out for the spread, while options with exercise prices at/above $23.50 were cancelled without payment. Cash payments are subject to applicable withholding taxes.
- Filing timeliness: filing covers the Effective Time (2026-06-16) and was reported on the same date — no late filing indicator shown.
Context
- This was not an open-market sale; it was a merger-related cancellation/conversion of common stock, RSUs and options under the Merger Agreement (tender offer + merger). For options, the Form 4 lists derivative dispositions — those were settled for cash per the agreement rather than exercised-and-sold in the market. These types of merger-driven conversions are routine outcomes of an acquisition and reflect deal consideration, not an individual market-timing decision.
Insider Transaction Report
Form 4Exit
Schlessinger Sam
EVP, General Counsel
Transactions
- Disposition from Tender
Common Stock
[F1][F2]2026-06-16−14,738→ 0 total - Disposition to Issuer
Restricted Stock Units
[F3]2026-06-16−25,748→ 0 totalExercise: $0.00→ Common Stock (25,748 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-06-16−15,666→ 0 totalExercise: $19.65→ Common Stock (15,666 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-06-16−18,900→ 0 totalExercise: $11.90→ Common Stock (18,900 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-06-16−12,591→ 0 totalExercise: $12.18→ Common Stock (12,591 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-06-16−21,128→ 0 totalExercise: $11.77→ Common Stock (21,128 underlying)
Footnotes (4)
- [F1]This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 13, 2026, by and among Assertio Holdings, Inc. (the "Issuer"), Zydus Worldwide DMCC ("Parent"), Zara Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser") and Zydus Pharmaceuticals (USA) Inc., pursuant to which Purchaser completed a tender offer (the "Offer") for all outstanding shares of common stock of the Issuer ("Company Common Stock") at a price of $23.50 per share in cash, without interest (the "Offer Price"), and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"), effective as of June 16, 2026 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right [continues to Footnote 2]
- [F2][continues from Footnote 1] to receive the Offer Price, less any applicable withholding taxes.
- [F3]Pursuant to the Merger Agreement, each restricted stock unit of the Issuer (each, a "Company RSU") that was outstanding but unvested immediately prior to the Effective Time became fully vested as of immediately prior to the Effective Time and, at the Effective Time, each outstanding Company RSU was cancelled and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the Offer Price.
- [F4]Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock (each, a "Company Stock Option") that was outstanding immediately prior to the Effective Time, whether vested or unvested, with an exercise price per share less than the Offer Price, was cancelled at the Effective Time and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the product of (A) the excess of the Offer Price over the exercise price payable per share of Company Common Stock under such Company Stock Option, multiplied by (B) the total number of shares of Company Common Stock subject to such Company Stock Option. Each Company Stock Option with an exercise price per share equal to or greater than the Offer Price was cancelled at the Effective Time without any cash payment in respect thereof.
Signature
/s/ Sam Schlessinger|2026-06-16