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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (4) | 01/13/2017 | A | 50,000 | (5) | (5) | Common Stock | 50,000 | $ 0 | 50,000 | D | ||||
| Restricted Stock Units | (1) | 01/15/2017 | M | 1,389 | (6) | (6) | Common Stock | 1,389 | $ 0 | 27,779 | D | ||||
| Restricted Stock Units | (1) | 01/16/2017 | M | 8,333 | (3)(5) | (3)(5) | Common Stock | 8,333 | $ 0 | 41,667 | D | ||||
| Restricted Stock Units | (7) | 01/16/2017 | D | 41,667 | (5)(7) | (5)(7) | Common Stock | 41,667 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (8) | 01/16/2017 | D | 27,779 | (6)(8) | (6)(8) | Common Stock | 27,779 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Sris Mayu C/O VIVUS, INC. 900 E. HAMILTON AVE., SUITE 550 CAMPBELL, CA 95008 |
Resigned as Director 1/16/2017 | |||
| /s/ Julie Hollenback, Attorney-in-Fact | 01/18/2017 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Restricted stock units converted into VIVUS, Inc. common stock on a 1-for-1 basis. |
| (2) | The reporting person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than by way of forfeiture to VIVUS, Inc. in order to cover estimated tax liability. |
| (3) | The reporting person's resignation as a member of the board of directors of VIVUS, Inc. on January 16, 2017 triggered the vesting acceleration of 8,333 restricted stock units originally granted on January 13, 2017. |
| (4) | Each restricted stock unit represents a contingent right to receive one share of VIVUS, Inc. common stock. |
| (5) | The restricted stock units (RSUs) vest according to the following schedule: Commencing on November 8, 2016, 1/4th of the total RSUs originally granted shall vest on each of February 8, 2017, May 8, 2017, August 8, 2017 and November 8, 2017; provided, however, that (a) if the next annual stockholder meeting occurs prior to November 8, 2017 and the individual has remained a Service Provider (as defined in the VIVUS, Inc. 2010 Equity Incentive Plan), the vesting of the RSUs shall accelerate in full as of the date of the next annual stockholder meeting and (b) if the individual ceases to be a Service Provider (other than removal for cause) prior to any of the foregoing vesting dates, then 1/12th of the shares underlying the RSUs shall accelerate for each month elapsed from the most recent vesting date until the month in which the individual (i) ceases to be a Service Provider and (ii) has remained a Service Provider through at least the 8th day of such month. |
| (6) | The restricted stock units vest according to the following schedule: 8/36ths of the total restricted stock units originally granted vested on May 15, 2016, and an additional 1/36th of the total restricted stock units originally granted vest on the 15th of each month thereafter, subject to the individual continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) on the relevant vesting dates. |
| (7) | The reporting person's resignation as a member of the board of directors of VIVUS, Inc. on January 16, 2017 triggered the cancellation of 41,667 restricted stock units originally granted on January 13, 2017. |
| (8) | The reporting person's resignation as a member of the board of directors of VIVUS, Inc. on January 16, 2017 triggered the cancellation of 27,779 restricted stock units originally granted on April 29, 2016. |