Edgar Filing: Amphastar Pharmaceuticals, Inc.

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Zhang Jack Y.

2. Issuer Name and Ticker or Trading Symbol
Amphastar Pharmaceuticals, Inc. [AMPH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO & Chief Science Officer

(Last)

(First)

(Middle)

C/O AMPHASTAR PHARMACEUTICALS, INC., 11570 6TH STREET

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2016

(Street)

RANCHO CUCAMONGA, CA 91730

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/20/2016		M		207,350	A	$ 16.753	1,295,685	D
Common Stock	09/20/2016		S⁽¹⁾		76,152	D	$ 20.727 ⁽²⁾	1,219,533	D
Common Stock	09/20/2016		S⁽¹⁾		131,198	D	$ 21.3291 ⁽³⁾	1,088,335	D
Common Stock	09/21/2016		M		55,081	A	$ 16.753	1,143,416	D
Common Stock	09/21/2016		S⁽¹⁾		54,581	D	$ 20.696 ⁽⁴⁾	1,088,835	D
Common Stock	09/21/2016		S⁽¹⁾		500	D	$ 21.452 ⁽⁵⁾	1,088,335	D
Common Stock	09/20/2016		M		181,768	A	$ 16.753	934,089	I	See footnote ⁽⁶⁾
Common Stock	09/20/2016		S⁽¹⁾		86,555	D	$ 20.7387 ⁽²⁾	847,534	I	See footnote ⁽⁶⁾
Common Stock	09/20/2016		S⁽¹⁾		95,213	D	$ 21.3279 ⁽³⁾	752,321	I	See footnote ⁽⁶⁾
Common Stock								7,461,594	I	See footnote ⁽⁷⁾
Common Stock								5,000	I	See footnote ⁽⁸⁾
Common Stock								200,000	I	See footnote ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 16.753

09/20/2016

207,350

⁽¹⁰⁾

10/03/2016

Common Stock

207,350

$ 0

55,081

Employee Stock Option (right to buy)

$ 16.753

09/21/2016

55,081

⁽¹⁰⁾

10/03/2016

Common Stock

55,081

$ 0

Employee Stock Option (right to buy)

$ 16.753

09/20/2016

181,768

⁽¹⁰⁾

10/03/2016

Common Stock

181,768

$ 0

See footnote ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Zhang Jack Y. C/O AMPHASTAR PHARMACEUTICALS, INC. 11570 6TH STREET RANCHO CUCAMONGA, CA 91730	X	X	CEO & Chief Science Officer
Luo Mary Z. C/O AMPHASTAR PHARMACEUTICALS, INC. 11570 6TH STREET RANCHO CUCAMONGA, CA 91730	X	X	COO Chief Scientist & Chairman

Signatures

/s/ Ken Stupak, by power of attorney for Jack Y. Zhang		09/22/2016
^**Signature of Reporting Person		Date
/s/ Ken Stupak, by power of attorney for Mary Z. Luo		09/22/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 15, 2016.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.08 to $21.07 inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3), (4) and (5) to this Form 4.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.08 to $21.53, inclusive.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.21 to $21.17, inclusive.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.26 to $21.50, inclusive.
(6)	The securities are held of record by Mary Z. Luo. The reporting persons are husband and wife.
(7)	The shares are held of record by APCL, of which the reporting persons are the sole owners.
(8)	The shares are held of record in an account for the benefit of the reporting persons' son. The reporting persons disclaim beneficial ownership of these shares, and the inclusion of these shares in this report should not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16, or for any other purpose.
(9)	The shares are held of record by a trust for the benefit of the reporting persons' son. The reporting persons disclaim beneficial ownership of these shares, and the inclusion of these shares in this report should not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16, or for any other purpose.
(10)	Shares subject to the option are fully vested and immediately exercisable.

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