UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )1

 

Assertio Holdings, Inc.

 (Name of Issuer)

Common Stock, $0.0001 par value

 (Title of Class of Securities)

04546C205

 (CUSIP Number)

April 25, 2023

 (Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

   ☐  Rule 13d-1(b)

   ☒  Rule 13d-1(c)

   ☐  Rule 13d-1(d)

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 04546C205

 

  1   NAME OF REPORTING PERSON  
         
        Percy Rockdale LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Michigan  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         96,426  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          96,426  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        96,426  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1%  
  12   TYPE OF REPORTING PERSON  
         
        OO  

  

2

CUSIP No. 04546C205

  1   NAME OF REPORTING PERSON  
         
        Continental General Insurance Company  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Texas  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         3,737,788  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          3,737,788  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,737,788  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        6.7%  
  12   TYPE OF REPORTING PERSON  
         
        CO  

  

3

CUSIP No. 04546C205

 

  1   NAME OF REPORTING PERSON  
         
        Continental Insurance Group, Ltd.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         3,737,788  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          3,737,788  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,737,788  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        6.7%  
  12   TYPE OF REPORTING PERSON  
         
        CO  

  

4

CUSIP No. 04546C205

 

  1   NAME OF REPORTING PERSON  
         
        Continental General Holdings LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Michigan  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         3,737,788  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          3,737,788  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,737,788  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        6.7%  
  12   TYPE OF REPORTING PERSON  
         
        OO  

  

5

CUSIP No. 04546C205

 

  1   NAME OF REPORTING PERSON  
         
        Michael Gorzynski  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        United States  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         3,834,214  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          3,834,214  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,834,214  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        6.9%  
  12   TYPE OF REPORTING PERSON  
         
        IN  

  

6

CUSIP No. 04546C205

Item 1(a).Name of Issuer:

Assertio Holdings, Inc., a Delaware corporation (the “Issuer”).

Item 1(b).Address of Issuer’s Principal Executive Offices:

100 South Saunders Road

Suite 300

Lake Forest, Illinois 60045

 

Item 2(a).Name of Person Filing

The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:

·Percy Rockdale LLC (“Percy Rockdale”),

 

·Continental General Insurance Company (“CGIC”),
·Continental Insurance Group, Ltd. (“CIG”),
·Continental General Holdings LLC (“CGH”), and
·Michael Gorzynski (“Mr. Gorzynski”).
Item 2(b).Address of Principal Business Office or, if None, Residence

The address of the principal office for Percy Rockdale and Mr. Gorzynski is 595 Madison Avenue, 30th Floor, New York, NY 10022. The principal business address for each of CGIC, CIG and CGH is 11001 Lakeline Blvd., Ste. 120, Austin, TX 78717.

Item 2(c).Citizenship

Each of Percy Rockdale and CGH is a Michigan limited liability company. CIG is a Delaware corporation. CGIC is a Texas domiciled life and health insurance company. Mr. Gorzynski is a citizen of the United States of America and Poland.

Item 2(d).Title of Class of Securities:

Common Stock, $0.0001 par value per share (the “Common Stock”).

Item 2(e).CUSIP Number:

04546C205

7

CUSIP No. 04546C205

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
    /x/ Not applicable.
       
  (a) / / Broker or dealer registered under Section 15 of the Exchange Act.
       
  (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
       
  (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act.
       
  (d) / / Investment company registered under Section 8 of the Investment Company Act.
       
  (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
  (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
  (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
  (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
  (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
       
  (j) / / A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J).
       
  (k) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.Ownership
(a)Amount beneficially owned:

As of May 5, 2023:

(i)Percy Rockdale directly beneficially owned 96,426 shares of Common Stock.
(ii)CGIC directly beneficially owned 3,737,788 shares of Common Stock.
(iii)As the sole owner of CGIC, CIG may be deemed the beneficial owner of the 3,737,788 shares of Common Stock beneficially owned by CGIC.
(iv)As the sole owner of CIG, CGH may be deemed the beneficial owner of the 3,737,788 shares of Common Stock beneficially owned by CGIC.
8

CUSIP No. 04546C205

(v)As the sole Manager of Percy Rockdale and as a manager and Executive Chairman of CGH, Mr. Gorzynski may be deemed to beneficially own 3,834,214 shares of Common Stock, consisting of (i) the 96,426 shares of Common Stock directly beneficially owned by Percy Rockdale and (ii) the 3,737,788 shares of Common Stock directly beneficially owned by CGIC.
(b)Percent of class:

The following percentages are based on 55,661,866 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of March 31, 2023, as reported in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 3, 2023.

As of May 5, 2023:

(i)Percy Rockdale may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock;
(ii)CGIC may be deemed to beneficially own approximately 6.7% of the outstanding shares of Common Stock;
(iii)CIG may be deemed to beneficially own approximately 6.7% of the outstanding shares of Common Stock;
(iv)CGH may be deemed to beneficially own approximately 6.7% of the outstanding shares of Common Stock; and
(v)Mr. Gorzynski may be deemed to beneficially own approximately 6.9% of the outstanding shares of Common Stock.
(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote

See Cover Pages Items 5-9.

(ii)Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

(iii)Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

(iv)Shared power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

9

CUSIP No. 04546C205

Item 5.Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Report Persons have ceased to be the beneficial owners of more than 5 percent of the class of securities, check the following box [ ].

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.Identification and Classification of Members of the Group.

See Exhibit 99.1.

Item 9.Notice of Dissolution of Group.

Not Applicable.

Item 10.Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

10

CUSIP No. 04546C205

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 5, 2023

  Percy Rockdale LLC
   
  By:

/s/ Michael Gorzynski

    Name: Michael Gorzynski
    Title: Sole Manager

 

 

  Continental General Insurance Company
   
  By:

/s/ Michael Gorzynski

    Name: Michael Gorzynski
    Title: Executive Chairman

 

 

  Continental Insurance Group, Ltd.
   
  By:

/s/ Michael Gorzynski

    Name: Michael Gorzynski
    Title: Chairman & President

 

 

  Continental General Holdings LLC
   
  By:

/s/ Michael Gorzynski

    Name: Michael Gorzynski
    Title: Manager

 

 

 

/s/ Michael Gorzynski

  Michael Gorzynski

11

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