Statement of Changes in Beneficial Ownership (4)
May 08 2018 - 4:34PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
CHAO ALLEN
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2. Issuer Name
and
Ticker or Trading Symbol
Impax Laboratories, LLC
[
IPXL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O IMPAX LABORATORIES, LLC, 30831 HUNTWOOD AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/4/2018
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(Street)
HAYWARD, CA 94544
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/4/2018
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D
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64037
(1)
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D
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(1)
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0
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D
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Common Stock
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5/4/2018
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D
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20000
(1)
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D
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(1)
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0
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I
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By MAL Investment
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Common Stock
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5/4/2018
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D
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180000
(1)
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D
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(1)
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0
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I
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By Allen Chao and Lee-Hwa Chao Family Trust
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Common Stock
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5/4/2018
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D
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116000
(1)
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D
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(1)
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0
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I
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By Allen Chao Interest, Ltd.
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Restricted Common Stock
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5/4/2018
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D
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5408
(2)
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D
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(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$16.4
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5/4/2018
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D
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10575
(3)
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(3)
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5/16/2027
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Common Stock
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10575.0
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(3)
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0
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D
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Stock Option (Right to Buy)
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$30.33
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5/4/2018
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D
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10575
(3)
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(3)
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5/17/2026
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Common Stock
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10575.0
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(3)
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0
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D
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Stock Option (Right to Buy)
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$44.85
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5/4/2018
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D
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7300
(3)
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(3)
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5/12/2025
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Common Stock
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7300.0
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(3)
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0
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D
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Stock Option (Right to Buy)
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$25.24
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5/4/2018
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D
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11500
(3)
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(3)
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5/14/2024
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Common Stock
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11500.0
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(3)
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0
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D
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Stock Option (Right to Buy)
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$17.99
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5/4/2018
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D
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12000
(3)
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(3)
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5/15/2023
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Common Stock
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12000.0
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(3)
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0
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D
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Stock Option (Right to Buy)
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$20.9
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5/4/2018
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D
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10000
(3)
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(3)
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5/23/2022
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Common Stock
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10000.0
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(3)
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0
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D
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Stock Option (Right to Buy)
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$27.97
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5/4/2018
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D
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10000
(3)
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(3)
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5/11/2021
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Common Stock
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10000.0
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(3)
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0
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D
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Stock Option (Right to Buy)
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$20.3
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5/4/2018
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D
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12000
(3)
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(3)
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5/26/2020
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Common Stock
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12000.0
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(3)
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0
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D
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Explanation of Responses:
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(1)
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Common Stock disposed of pursuant to the terms of the Business Combination Agreement, dated as of October 17, 2017 (the "BCA"), by and among Impax Laboratories, Inc., Atlas Holdings, Inc. ("Holdco"), K2 Merger Sub Corporation and Amneal Pharmaceuticals LLC, as amended by Amendment No. 1, dated as of November 21, 2017, and Amendment No. 2, dated as of December 16, 2017, according to which each share of Common Stock held by the reporting person was converted into the right to receive one share of Class A common stock of Holdco ("Class A Common Stock").
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(2)
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Shares of restricted common stock disposed of pursuant to the terms of the BCA, according to which each share of restricted stock held by the reporting person fully vested and was exchanged for one share of Class A Common Stock.
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(3)
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Options disposed of pursuant to the terms of the BCA, according to which each Option held by the reporting person fully vested and was exchanged for an option to acquire a number of shares of Class A Common Stock equal to the number of shares of Common Stock subject to such Option in connection with the closing of the transactions contemplated by the BCA, at a per-share exercise price equal to the per-share exercise price of such Option.
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Remarks:
The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CHAO ALLEN
C/O IMPAX LABORATORIES, LLC
30831 HUNTWOOD AVENUE
HAYWARD, CA 94544
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X
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Signatures
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/s/ Wenchi Liu, by Power of Attorney
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5/8/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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