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 *

Amos John P.
2. Issuer Name and Ticker or Trading Symbol

VIVUS INC [ VVUS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O VIVUS, INC., 900 E. HAMILTON AVE., SUITE 550
3. Date of Earliest Transaction (MM/DD/YYYY)

1/29/2020
(Street)

CAMPBELL, CA 95008
(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

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
Employee Stock Option (right to buy) $2.21 1/29/2020  A   137500     (1) (2)Common Stock 137500 $0 137500 D 
 

Explanation of Responses:
(1) (i) One-half of the total number of shares subject to the stock option will vest and become exercisable over four years, such that one-fourth of such shares will vest and become exercisable on January 29, 2021 and an additional one forty-eighth of such shares will vest and become exercisable monthly thereafter over a period of three years following the first anniversary of the date of grant, subject to the reporting person continuing to be a Service Provider (as defined in the Issuer's 2018 Equity Incentive Plan) on the relevant vesting dates; and (ii) one-half of the total number of shares subject to the stock option will vest and become exercisable upon the achievement of both: (a) satisfaction of a performance target involving the Issuer's enterprise value and (b) the passage of at least two years from the date of grant, subject to the reporting person continuing to be a Service Provider upon the achievement of the later of (a) and (b).
(2) The option expires on the earlier of (a) January 29, 2027 and (b) the twelve (12) month anniversary of the date the reporting person ceases to be a Service Provider (as defined in the Issuer's 2018 Equity Incentive Plan).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Amos John P.
C/O VIVUS, INC.
900 E. HAMILTON AVE., SUITE 550
CAMPBELL, CA 95008
X
Chief Executive Officer

Signatures
/s/ John L. Slebir, Attorney-in-Fact1/31/2020
**Signature of Reporting PersonDate

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