FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Whaley Glenn

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/29/2017 

3. Issuer Name and Ticker or Trading Symbol

PERNIX THERAPEUTICS HOLDINGS, INC. [PTX]

(Last)        (First)        (Middle)

C/O PERNIX THERAPEUTICS HOLDINGS, INC., 10 NORTH PARK PLACE, SUITE 201

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Inter VP Fin, POA & Controller /

(Street)

MORRISTOWN, NJ 07960       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   1100   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)     (2) 3/24/2025   Common Stock   6000   (6) $103.1   (6) D    
Stock Option (Right to Buy)     (3) 2/25/2026   Common Stock   3500   (6) $21.4   (6) D    
Stock Option (Right to Buy)     (4) 2/25/2026   Common Stock   14000   (6) $21.4   (6) D    
Stock Option (Right to Buy)     (5) 8/8/2027   Common Stock   4000   $2.92   D    

Explanation of Responses:
(1)  Consists of previously-awarded restricted share units that vest in four equal annual installments of 275 shares, with the first installment vesting on August 8, 2018, which is the one year anniversary of the grant date.
(2)  The option vests and becomes exercisable over a four-year period commencing on March 24, 2015. Twenty-five percent (25%) of the option vested and became exercisable on March 24, 2016, with the balance vesting in equal annual installments over the remaining three years of the four-year period, subject to continued service with the Issuer.
(3)  The option vests and becomes exercisable over a four-year period commencing on February 25, 2016. Twenty-five percent (25%) of the option vested and became exercisable on February 25, 2017, with the balance vesting in equal annual installments over the remaining three years of the four-year period, subject to continued service with the Issuer.
(4)  The option vests and becomes exercisable over a four-year period commencing on February 25, 2016. Twenty-five percent (25%) of the option vested and became exercisable on February 25, 2017, with the balance vesting in equal annual installments over the remaining three years of the four-year period, subject to continued service with the Issuer.
(5)  The option vests and becomes exercisable over a four-year period commencing on August 8, 2017. Twenty-five percent (25%) of the option vests and becomes exercisable on August 8, 2018, with the balance vesting in equal annual installments over the remaining three years of the four-year period, subject to continued service with the Issuer.
(6)  Exercise price and number of option shares have been adjusted to reflect the Issuer's 1-for-10 stock split of its issued and outstanding shares of common stock effected on October 13, 2016.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Whaley Glenn
C/O PERNIX THERAPEUTICS HOLDINGS, INC.
10 NORTH PARK PLACE, SUITE 201
MORRISTOWN, NJ 07960


Inter VP Fin, POA & Controller

Signatures
/s/ Kenneth R. Pina, attorney-in-fact 12/8/2017
** Signature of Reporting Person Date


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 5(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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.