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 *

Patel Ajay
2. Issuer Name and Ticker or Trading Symbol

Assertio Holdings, Inc. [ ASRT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP and CAO
(Last)          (First)          (Middle)

C/O ASSERTIO HOLDINGS, INC., 100 SOUTH SAUNDERS ROAD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

2/4/2022
(Street)

LAKE FOREST, IL 60045
(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 2/4/2022  M  4983 A$0 28971 D  
Common Stock 2/4/2022  F  1931 (1)D$2.62 27040 (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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units $0.0 (3)2/4/2022  M     4983   (4)2/4/2023 Common Stock 4983.0 $0 (5)4983 D  

Explanation of Responses:
(1) Represents shares of common stock withheld for payment of taxes upon the vesting of restricted stock units.
(2) Includes 1500 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan.
(3) Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock.
(4) One-third of these restricted stock units are scheduled to vest on each of February 4, 2021, 2022 and 2023, assuming continued employment through the applicable vesting date.
(5) The derivative securities were granted to the reporting person, and were not sold to the reporting person. As such, the reporting person did not pay any consideration for the derivative securities.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Patel Ajay
C/O ASSERTIO HOLDINGS, INC.
100 SOUTH SAUNDERS ROAD, SUITE 300
LAKE FOREST, IL 60045


SVP and CAO

Signatures
/s/ Sam Schlessinger, attorney in fact for Ajay Patel2/8/2022
**Signature of Reporting PersonDate

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