Edgar Filing: VIVUS INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Bass Rolf E.

2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2013

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

(Last)

(First)

(Middle)

BOELCKESTRASSE 80

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
SEE REMARKS

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BERLIN,Â 2MÂ 12101

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)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value ("Common Stock")	4,393,316	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁹⁾
Common Stock	5,000	D ⁽⁴⁾ ⁽⁹⁾	Â
Common Stock	2,000	D ⁽⁵⁾ ⁽⁹⁾	Â
Common Stock	1,500	D ⁽⁶⁾ ⁽⁹⁾	Â
Common Stock	100	D ⁽⁷⁾ ⁽⁹⁾	Â
Common Stock	900	D ⁽⁸⁾ ⁽⁹⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bass Rolf E. BOELCKESTRASSE 80 BERLIN,Â 2MÂ 12101	Â	Â X	Â	SEE REMARKS

Signatures

/s/ Neal K. Stearns, Managing Member of First Manhattan LLC, General Partner of First Manhattan Co.		06/03/2013
^**Signature of Reporting Person		Date
/s/ Neal K. Stearns, Managing Member of First Manhattan LLC, General Partner of First Manhattan Co., Co-Managing Member of First BioMed Management Associates, LLC		06/03/2013
^**Signature of Reporting Person		Date
Co-Managing Member of First BioMed Management Associates, LLC		06/03/2013
^**Signature of Reporting Person		Date
/s/ Herman Rosenman		06/03/2013
^**Signature of Reporting Person		Date
/s/ Jon C. Biro		06/03/2013
^**Signature of Reporting Person		Date
/s/ David York Norton		06/03/2013
^**Signature of Reporting Person		Date
/s/ Rolf Bass		06/03/2013
^**Signature of Reporting Person		Date
/s/ Melvin L. Keating		06/03/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	The shares of Common Stock reported on this line may be deemed to be indirectly beneficially owned by First Manhattan Co., a New York limited partnership ("FMC"), certain of its partners and/or First BioMed Management Associates, LLC ("FBMA"), a Delaware limited liability company, as described herein and in footnote 2 below. The sole general partner of FMC is First Manhattan LLC ("FMLLC"), a New York limited liability company. The sole managing members of FBMA are FMC and Samuel F. Colin ("Dr. Colin").
(2)	The securities reported on this line include (i) a number of shares of Common Stock which represents a proportion of the aggregate number of shares of Common Stock directly held by First Health, L.P., First Health Limited and First Health Associates, L.P. (collectively, the "First Health Funds"), pooled investment vehicles to which FMC acts as the investment advisor, which proportion is attributable to the limited partnership interests of certain partners of FMC that are also limited partners of the First Health Funds; (ii) shares of Common Stock directly held by First BioMed, L.P. and First BioMed Portfolio, L.P., pooled investment vehicles to which FMBA acts as the investment advisor; and (iii) shares of Common Stock held in the accounts of partners, and the immediate family of partners, including shares of Common Stock held in Dr. Colin's personal account and shares of Common Stock held by trusts established for the benefit of Dr. Colin's family members.
(3)	(continued from footnote (2)) The shares of Common Stock reported on this line include only those shares in which FMC, certain of its partners and/or FMBA, as applicable, may be deemed to have a pecuniary interest (as such term is defined under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the "1934 Act")) and accordingly does include additional shares which FMC and/or FMBA, as applicable, may be deemed to beneficially own for purposes of Section 13(d) of the 1934 Act as reported in the Schedule 13D filed by the reporting persons (the "Schedule 13D").
(4)	The shares of Common Stock reported on this line are held directly by Herman Rosenman.
(5)	The shares of Common Stock reported on this line are held directly by Jon C. Biro.
(6)	The shares of Common Stock reported on this line are held directly by David York Norton.
(7)	The shares of Common Stock reported on this line are held directly by Rolf Bass.
(8)	The shares of Common Stock reported on this line are held directly by Melvin L. Keating.
(9)	For purposes of Rule 16a-1(a)(2) of the 1934 Act, each of the reporting persons disclaims beneficial ownership of the shares reported herein to the extent such beneficial ownership exceeds its pecuniary interest therein.
Â Remarks: AsÂ describedÂ inÂ ItemÂ 4Â ofÂ AmendmentÂ No.Â 5Â toÂ theÂ ScheduleÂ 13D,Â theÂ reportingÂ personsÂ andÂ AlexanderÂ J.Â Denner,Â Ph.D.Â ("Dr.Â Denner")Â andÂ hisÂ affiliatedÂ fundsÂ andÂ theirÂ investmentÂ managerÂ (collectivelyÂ withÂ Dr.Â Denner,Â theÂ "DennerÂ Parties")Â mayÂ beÂ deemedÂ toÂ beÂ aÂ "group"Â pursuantÂ toÂ RuleÂ 13d-5(b)(1)Â promulgatedÂ underÂ the1934Â ActÂ andÂ asÂ suchÂ mayÂ beÂ deemed,Â collectively,Â toÂ beneficiallyÂ ownÂ moreÂ thanÂ 10%Â ofÂ theÂ outstandingÂ sharesÂ ofÂ CommonÂ StockÂ forÂ purposesÂ ofÂ SectionÂ 13(d)Â ofÂ theÂ 1934Â Act.Â TheÂ reportingÂ personsÂ eachÂ disclaimÂ beneficialÂ ownershipÂ ofÂ anyÂ sharesÂ ofÂ CommonÂ StockÂ beneficiallyÂ ownedÂ byÂ theÂ DennerÂ Parties. ThisÂ FormÂ 3Â wasÂ firstÂ filedÂ electronicallyÂ onÂ JuneÂ 3,Â 2013Â underÂ theÂ EDGARÂ accessÂ codesÂ ofÂ eachÂ ofÂ theÂ reportingÂ personsÂ otherÂ thanÂ RolfÂ BassÂ ("Mr.Â Bass"),Â asÂ Mr.Â BassÂ didÂ notÂ haveÂ EDGARÂ accessÂ codesÂ atÂ suchÂ time.Â ThisÂ FormÂ 3Â isÂ nowÂ beingÂ re-filedÂ underÂ theÂ EDGARÂ accessÂ codesÂ ofÂ Mr.Â Bass.

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