Form 4 Endo Pharmaceuticals For: Mar 23 Filed by: ENDO PHARMACEUTICALS HOLDINGS INC (10K)

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ENDO PHARMACEUTICALS HOLDINGS INC

(Last)

(First)

(Middle)

100 ENDO BOULEVARD

(Street)

CHADDS FORD

19317

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Endo Pharmaceuticals Solutions Inc. [IDEV]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2009

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)
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, par value $.001 per share	03/23/2009		P	V	11,306,421 ⁽¹⁾	A	⁽²⁾	82,162,666 ⁽³⁾	D ⁽²⁾
Common Stock, par value $.001 per share	03/23/2009		P	V	8,619,330 ⁽⁴⁾	A	⁽²⁾	100 ⁽⁵⁾	D ⁽²⁾

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

1. Name and Address of Reporting Person^*

ENDO PHARMACEUTICALS HOLDINGS INC

(Last)

(First)

(Middle)

100 ENDO BOULEVARD

(Street)

CHADDS FORD

19317

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BTB Purchaser Inc.

(Last)

(First)

(Middle)

100 ENDO BOULEVARD

(Street)

CHADDS FORD

19317

(City)

(State)

(Zip)

Explanation of Responses:

1. These are newly issued Shares that were acquired through the exercise by BTB Purchaser Inc. ("BTB") of a top-up option, which was granted to it pursuant to Section 1.4 of the Agreement and Plan of Merger, dated as of January 5, 2009 (as amended, the "Merger Agreement"), by and among Endo Pharmaceuticals Holdings Inc. ("Endo"), BTB and Indevus Pharmaceuticals, Inc. (now known as Endo Pharmaceuticals Solutions Inc.) ("Indevus").

2. Pursuant to the terms of the Merger Agreement, Endo (through BTB) paid the same price for all shares of the common stock of Indevus (the "Shares"), $4.50 per share, without interest, plus contractual rights to receive up to an additional $3.00 per Share in contingent cash consideration payments, regardless of whether such Shares were acquired through the tender offer, the subsequent offering period, the exercise of the top-up option or the merger.

3. Representing approximately 90.505% of Indevus' outstanding Shares. At 10:10 a.m., New York City time, on March 23, 2009 (the "Effective Time"), these shares were cancelled by operation of law pursuant to the merger.

4. Reflects all of the outstanding Shares not tendered in the offer or acquired pursuant to the top-up option and deemed acquired by BTB pursuant to the consummation of the merger. At the Effective Time, these shares were cancelled by operation of law pursuant to the merger. Each publicly held Share was converted into the right to receive $4.50 per Share in cash, without interest, and up to $3.00 per Share in contingent cash consideration payments.

5. Prior to the merger, Endo held 100 shares of the common stock of BTB, par value $0.01, which shares represented all of the issued and outstanding capital stock of BTB. Upon the merger of BTB with and into Indevus, each share of BTB held by Endo was converted into one share of the surviving corporation, and BTB's separate corporate existence ceased. Indevus survived the merger as a wholly owned subsidiary of Endo and simultaneously changed its name to Endo Pharmaceuticals Solutions Inc.

	/s/ Caroline B. Manogue	03/23/2009
	/s/ Caroline B. Manogue	03/23/2009
	** 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 Number.

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