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, 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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1. Name and Address of Reporting Person*
KELSO INVESTMENT ASSOC V L P

(Last) (First) (Middle)
320 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENDO PHARMACEUTICALS HOLDINGS INC [ ENDP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
MD of Owner Director of Issuer
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, par value $.01 per share ( 1 ) 02/17/2006 X 2,090 D $2.42 8,887,647 I by Endo Pharma LLC ( 2 ) ( 3 )
Common Stock, par value $.01 per share ( 1 ) 02/23/2006 X 2,508 D $2.42 8,885,138 I by Endo Pharma LLC ( 2 ) ( 3 )
Common Stock, par value $.01 per share ( 1 ) 02/27/2006 X 20 D $2.42 8,885,118 I by Endo Pharma LLC ( 2 ) ( 3 )
Common Stock, par value $.01 per share ( 1 ) 02/27/2006 X 3,766 D $2.42 8,881,352 I by Endo Pharma LLC ( 2 ) ( 3 )
Common Stock, par value $.01 per share ( 1 ) 03/01/2006 X 1,695 D $2.42 8,879,658 I by Endo Pharma LLC ( 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
Call Obligation (obligation to sell) $2.42 02/17/2006 X 2,090 10/13/2005 08/26/2007 Common Stock 2,090 $2.42 1,092,756 I By Endo Pharma LLC ( 2 ) ( 3 )
Call Obligation (obligation to sell) $2.42 02/23/2006 X 2,508 10/13/2005 08/26/2007 Common Stock 2,508 $2.42 1,090,247 I by Endo Pharma LLC ( 2 ) ( 3 )
Call Obligation (obligation to sell) $2.42 02/27/2006 X 20 10/13/2005 08/26/2007 Common Stock 20 $2.42 1,090,227 I by Endo Pharma LLC ( 2 ) ( 3 )
Call Obligation (obligation to sell) $2.42 02/27/2006 X 3,766 10/13/2005 08/26/2007 Common Stock 3,766 $2.42 1,250,350 I by Endo Pharma LLC ( 2 ) ( 3 )
Call Obligation (obligation to sell) $2.42 03/01/2006 X 1,695 10/13/2005 08/26/2007 Common Stock 1,695 $2.42 1,088,532 I by Endo Pharma LLC ( 2 ) ( 3 )
1. Name and Address of Reporting Person*
KELSO INVESTMENT ASSOC V L P

(Last) (First) (Middle)
320 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BERNEY PHILIP E

(Last) (First) (Middle)
C/O KELSO & COMPANY 320 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BYNUM FRANK K

(Last) (First) (Middle)
C/O KELSO & COMPANY 320 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOLDBERG MICHAEL B

(Last) (First) (Middle)
C/O KELSO & COMPANY 320 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Loverro Frank J

(Last) (First) (Middle)
C/O KELSO & COMPANY 320 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MATELICH GEORGE E

(Last) (First) (Middle)
C/O KELSO & COMPANY 320 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHUCHERT JOSEPH S

(Last) (First) (Middle)
C/O KELSO & COMPANY 320 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WAHRHAFTIG DAVID I

(Last) (First) (Middle)
C/O KELSO & COMPANY 320 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WALL THOMAS R IV

(Last) (First) (Middle)
C/O KELSO & COMPANY 320 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Connors James J II

(Last) (First) (Middle)
C/O KELSO & COMPANY 320 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. Kelso Investment Associates V, L.P. (KIA V") is the designated filer.
2. KIA V may be deemed to share beneficial ownership of shares of Common Stock owned of record by Endo Pharma LLC by virtue of its status as a member of Endo Pharma LLC. KIA V shares investment and voting power along with the other members of Endo Pharma LLC with respect to secutieties owned by Endo Pharma LLC, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest.
3. Each individual reporting person may be deemed to share beneficial ownership of shares of Common Stock owned of record by KIA V, by virtue of his status as a general partner of the general partner of KIA V, and each individual shares investment and voting power along with the other general partners of KIA V, but disclaims beneficial ownership of such securities except to the extent of his pecuriary interest.
Remarks:
/s/James J. Connors, II 03/06/2006
James J. Connors, II by Power of Attorney 11/08/2005
James J. Connors, II by Power of Attorney 11/09/2005
James J. Connors, II by Power of Attorney 11/08/2005
James J. Connors, II by Power of Attorney 11/08/2005
James J. Connors, II by Power of Attorney 11/08/2005
James J. Connors, II by Power of Attorney 11/08/2005
James J. Connors, II by Power of Attorney 11/08/2005
James J. Connors, II by Power of Attorney 11/08/2005
James J. Connors, II by Power of Attorney 11/08/2005
** Signature of Reporting Person Date
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