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 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 *

Pina Kenneth
2. Issuer Name and Ticker or Trading Symbol

PERNIX THERAPEUTICS HOLDINGS, INC. [ PTX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, GC & Compliance Off.
(Last)          (First)          (Middle)

C/O PERNIX THERAPEUTICS HOLDINGS, INC., 10 NORTH PARK PLACE, SUITE 201
3. Date of Earliest Transaction (MM/DD/YYYY)

1/5/2018
(Street)

MORRISTOWN, NJ 07960
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/5/2018     F    446   (1) D $2.74   15554   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  No shares were sold - these shares were withheld by the Issuer to satisfy tax withholding requirements in connection with the insider's exercise of his withholding right following the vesting of restricted share units ("RSUs").
(2)  Consists of (i) 804 shares of common stock, (ii) the unvested amount of previously awarded RSUs that vest in three equal installments of 1,250 shares, with the next installment vesting on January 5, 2019, (iii) the unvested amount of previously awarded RSUs that vest in four equal installments of 1,500 shares, with the next installment vesting on August 8, 2018 and (iv) the unvested amount of previously awarded RSUs that vest in four equal annual installments of 1,250, with the next installment vesting on March 15, 2019.

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


SVP, GC & Compliance Off.

Signatures
/s/ Kenneth R. Pina 4/9/2018
** 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 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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