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
                                                                                  
 OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                       
1. Name and Address of Reporting Person * Mason Heather L 2. Issuer Name and Ticker or Trading Symbol Assertio Holdings, Inc. [ ASRT ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)
ASSERTIO HOLDINGS, INC., 100 SOUTH SAUNDERS ROAD, SUITE 300		 3. Date of Earliest Transaction (MM/DD/YYYY)
5/10/2023
(Street)
LAKE FOREST, IL 60045		 4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
 6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
 Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  5/10/2023    A    31194 (1) A $0  276936  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (right to buy)  $7.55  5/10/2023    A     3821       (2) 5/10/2033  Common Stock  3821.0  $0 (3) 3821  D   

Explanation of Responses:
(1)  Restricted stock units that vest in full on the first anniversary of the grant date and which were granted on the date of the Issuer's 2023 Annual Meeting of Stockholders in accordance with the Issuer's Nonemployee Director Compensation & Grant Policy.
(2)  Stock Options that vest in full on the first anniversary of the grant date and which were granted on the date of the Issuer's 2023 Annual Meeting of Stockholders in accordance with the Issuer's Nonemployee Director Compensation & Grant Policy.
(3)  These derivative securities were granted to the reporting person, and were not sold to the reporting person. As such, the reporting person did not pay any consideration for these derivative securities.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mason Heather L
ASSERTIO HOLDINGS, INC.
100 SOUTH SAUNDERS ROAD, SUITE 300
LAKE FOREST, IL 60045		 X



Signatures
/s/ Sam Schlessinger, attorney in fact for Heather L. Mason 5/12/2023
**Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
Assertio (NASDAQ:ASRT)
Historical Stock Chart
From Sep 2023 to Oct 2023 Click Here for more Assertio Charts.
Assertio (NASDAQ:ASRT)
Historical Stock Chart
From Oct 2022 to Oct 2023 Click Here for more Assertio Charts.