Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Patel Chirag K.

(Last)

(First)

(Middle)

C/O AMNEAL PHARMACEUTICALS, INC.

400 CROSSING BOULEVARD

(Street)

BRIDGEWATER

08807

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Amneal Pharmaceuticals, Inc. [ AMRX ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & Co-CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	11/07/2023		J		21,269,420	A	⁽²⁾	21,269,420	I	By Family Trusts
Class A Common Stock⁽¹⁾								512,566	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock and Common Units⁽³⁾	⁽²⁾	11/07/2023		J			21,269,420	⁽²⁾	⁽²⁾	Class A Common Stock	21,269,420	⁽²⁾	0	I	By Family Trusts

Explanation of Responses:

1. On November 7, 2023, Amneal Pharmaceuticals, Inc. (formerly known as Amneal NewCo Inc.) (the "Issuer") became the successor of Amneal Intermediate Inc. (formerly known as Amneal Pharmaceuticals, Inc.) ("Old PubCo") pursuant to merger transactions, in which a subsidiary of the Issuer merged with and into Old PubCo with Old PubCo surviving and, immediately following such merger, a subsidiary of the Issuer merged with and into Amneal Pharmaceuticals, LLC ("AP"), an indirect subsidiary of the Issuer, with AP surviving. The transactions resulted in the Issuer becoming a parent holding company of Old PubCo and AP. As a result of the transactions, there is a single class of stock of the Issuer outstanding, and the proportionate economic and voting rights of security holders in the Issuer are identical to the direct and indirect economic and voting rights held in Old PubCo and AP prior to the transactions.

2. Prior to the transactions, pursuant to the terms of the limited liability company agreement for AP, limited liability common units (each unit representing a fractional part of the Reporting Person's interest in the profits, losses and distributions of AP) ("AP Units") and an equal number of shares of Class B Common Stock of Old PubCo, together were redeemable at any time for shares of Class A Common Stock of Old PubCo on a one-for-one basis at the discretion of the holder, subject to exchange rate adjustments for stock splits, stock dividends, and reclassifications. In connection with the transactions, the AP Units held by the Reporting Person were exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer, and all of the shares of Class B Common Stock of the Issuer held by the Reporting Person were surrendered to the Issuer for no consideration.

3. The Issuer of the Common Units is Amneal Pharmaceuticals, LLC.

Remarks:

	/s/ Chirag Patel	11/08/2023
	** 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).
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