SEC FORM 4 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).
1. Name and Address of Reporting Person*
Endo International plc

(Last) (First) (Middle)
FIRST FLOOR, MINERVA HOUSE,
SIMMONSCOURT ROAD

(Street)
BALLSBRIDGE, DUBLIN 4 L2

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BIOSPECIFICS TECHNOLOGIES CORP [ BSTC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/02/2020
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)
Code V Amount (A) or (D) Price
Common Stock 12/02/2020 P 7,344,955(1)(2)(3) A $88.5(1)(2)(3) 100(1)(2)(3) I See Footnotes(1)(2)(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 19, 2020, by and among Endo International plc ("Parent"), Beta Acquisition Corp. ("Merger Sub") and BioSpecifics Technologies Corp. ("Issuer"), Merger Sub conducted a tender offer to acquire all of the outstanding shares of common stock, par value $0.001 per share ("Shares") of Issuer, at a price of $88.50 per Share (the "Offer Price"), net to the holder thereof in cash, subject to reduction for any applicable withholding taxes and without interest (the "Offer").
2. As of one minute after 11:59 PM, New York time, on December 1, 2020, when the Offer expired, approximately 6,159,975 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer, representing approximately 82.8% of the outstanding Shares on a fully diluted basis (not including 365,128 Shares delivered through notices of guaranteed delivery, representing approximately 4.9% of the outstanding Shares on a fully diluted basis). On December 2, 2020, Merger Sub accepted for payment, and expects to as soon as practicable pay for, all Shares validly tendered and not properly withdrawn prior to the expiration of the Offer. Pursuant to the Merger Agreement, on December 2, 2020, Merger Sub merged with and into Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware and without any stockholder vote, with Issuer surviving as a wholly-owned indirect subsidiary of Parent (the "Merger").
3. At the effective time of the Merger (the "Effective Time"), and as a result of the Merger, all outstanding shares of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time were converted into an aggregate of 100 shares of newly and validly issued, fully paid and non-assessable shares of common stock of Issuer, as the surviving corporation. Consequently, following the consummation of the Merger on December 2, 2020, Parent became the indirect owner of 100 shares of common stock of Issuer, representing the only outstanding capital of Issuer.
Remarks:
/s/ Matthew J. Maletta, as Executive Vice President, Chief Legal Officer and Company Secretary 12/07/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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