Amendment: SEC Form SC 13D/A filed by Amneal Pharmaceuticals Inc.

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by the Reporting Person, as well as the number of shares of Class A Common Stock as to which the Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 306,542,608 shares of Class A Common Stock outstanding, as disclosed in the New Issuer’s Quarterly Report on Form 10-Q, filed on August 9, 2024:

The Reporting Person owns directly (i) 512,566 shares of Class A Common Stock, (ii) 24,977 shares of Class A Common Stock issuable upon exercise of options exercisable for $15.01 per share, which expire on May 7, 2028 and (iii) 28,044 shares of Class A Common Stock issuable upon exercise of options exercisable for $14.05 per share, which expire on May 6, 2029; and may be deemed to beneficially own 21,269,420 shares of Class A Common Stock held of record by trusts controlled by the Reporting Person.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information.

On October 29, 2024, the Reporting Person and his spouse, as well as certain trusts controlled by the Reporting Person and his spouse (collectively, the “Borrowers”), entered into a Third Amended and Restated Margin Loan Agreement (the “Margin Loan Agreement”) with UBS AG Stamford Branch, as successor by merger to Credit Suisse AG (“UBS”). In connection therewith, the Borrowers agreed to pledge to UBS 17,000,000 shares of Class A Common Stock (the “Collateral”) to secure the obligations of the Borrowers under the Margin Loan Agreement. The obligations of the Borrowers under the Margin Loan Agreement mature on October 29, 2026. Upon the occurrence of certain events that are customary with this type of transaction, UBS may exercise its rights to foreclose on, and dispose of, the Collateral in accordance with the Margin Loan Agreement. In order to facilitate the exercise by UBS of its rights upon the occurrence of any such event, each of the Borrowers also entered into (i) an Account Control Agreement, dated as of October 29, 2024, by and among the Borrowers, UBS, and UBS Financial Services Inc. and (ii) a Letter Agreement, dated as of October 29, 2024, by and among the Borrowers, UBS and the New Issuer (together, the “Collateral Agreements”). Copies of the forms of Collateral Agreements are attached as Exhibits to this Schedule 13D, and are incorporated herein by reference.  The foregoing arrangement amended and restated the Promissory Note and Collateral Agreement and related Collateral Agreements previously disclosed in Amendment No. 2 to the Schedule 13D, which agreements are no longer effective.

Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.

Materials to Be Filed as Exhibits.

Exhibit Description
5		Form of Account Control Agreement, dated as of October 29, 2024, by and among each of the Borrowers, UBS and UBS Financial Services Inc.
6		Form of Letter Agreement, dates as of October 29, 2024, by and among each of the Borrowers, UBS and the New Issuer.

SIGNATURES

Date: October 31, 2024