SEC Form 4 

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
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^*
NORTH TIDE CAPITAL, LLC

(Last) | (First) | (Middle)
500 BOYLSTON STREET
SUITE 1860

(Street) 
BOSTON | MA | 02116

(City) | (State) | (Zip)

2. Issuer Name and Ticker or Trading Symbol 
VIVUS INC [ VVUS ]

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)
02/28/2017

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)
| | | Code | V | Amount | (A) or (D) | Price | | |
Common Stock | 02/28/2017 | | S | | 25,500 | D | $1.1213 | 11,943,500 | I^(1) | See Footnote^(1)(2)
Common Stock | 03/01/2017 | | S | | 72,600 | D | $1.1365 | 11,870,900 | I^(1) | See Footnote^(1)(3)
Common Stock | 03/01/2017 | | S | | 42,000 | D | $1.1318 | 11,828,900 | I^(1) | See Footnote^(1)(4)
Common Stock | 03/02/2017 | | S | | 20,000 | D | $1.125 | 11,808,900 | I^(1) | See Footnote^(1)(5)

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 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: 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 | | | |

1. Name and Address of Reporting Person^*
NORTH TIDE CAPITAL, LLC

(Last) | (First) | (Middle)
500 BOYLSTON STREET
SUITE 1860

(Street) 
BOSTON | MA | 02116

(City) | (State) | (Zip)

1. Name and Address of Reporting Person^*
North Tide Capital Master, LP

(Last) | (First) | (Middle)
500 BOYLSTON STREET
SUITE 1860

(Street) 
BOSTON | MA | 02116

(City) | (State) | (Zip)

1. Name and Address of Reporting Person^*
Laughlin Conan

(Last) | (First) | (Middle)
500 BOYLSTON STREET
SUITE 1860

(Street) 
BOSTON | MA | 02116

(City) | (State) | (Zip)

Explanation of Responses:
1. North Tide Capital, LLC ("North Tide") serves as investment manager for North Tide Capital Master, LP (the "Master Fund") and a managed account (the "Account"). Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.
2. Of the shares sold on February 28, 2017, 23,580 shares were held for the account of the Master Fund, 1,920 shares were held for the account of the Account, and all of such shares may be deemed to have been beneficially owned by North Tide and Mr. Laughlin.
3. Of the shares sold on March 1, 2017 at a price of $1.1365, 67,134 shares were held for the account of the Master Fund, 5,466 shares were held for the account of the Account, and all of such shares may be deemed to have been beneficially owned by North Tide and Mr. Laughlin.
4. Of the shares sold on March 1, 2017 at a price of $1.1318, 38,838 shares were held for the account of the Master Fund, 3,162 shares were held for the account of the Account, and all of such shares may be deemed to have been beneficially owned by North Tide and Mr. Laughlin.
5. Of the shares sold on March 2, 2017, 18,494 shares were held for the account of the Master Fund, 1,506 shares were held for the account of the Account, and all of such shares may be deemed to have been beneficially owned by North Tide and Mr. Laughlin. As of March 2, 2017, 10,296,299 shares were held for the account of the Master Fund, 1,512,601 shares were held for the account of the Account, and all of such shares may be deemed beneficially owned by North Tide and Mr. Laughlin.
| /s/ NORTH TIDE CAPITAL, LLC by Conan Laughlin, Manager | 03/02/2017
| /s/ NORTH TIDE CAPITAL MASTER, LP, by North Tide Capital GP, LLC, Conan Laughlin, Manager | 03/02/2017
| /s/ Conan Laughlin, Individually | 03/02/2017
| ** 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.
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