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 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 * Khattar Jack A.   2. Issuer Name and Ticker or Trading Symbol SUPERNUS PHARMACEUTICALS INC [SUPN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, CEO (Last) (First) (Middle) C/O SUPERNUS PHARMACEUTICALS, INC., 1550 EAST GUDE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 02/05/2013 (Street) ROCKVILLE, MD 20850 4. If Amendment, Date Original Filed(Month/Day/Year) 02/07/2013 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 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               402,058 D   Common Stock               1,125,000 I By the KBT Trust

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 7.9

02/05/2013

A

300,000 (2)

(1)

02/05/2023

Common Stock

300,000

$ 0

300,000

D

Stock Appreciation Right

$ 7.9

02/05/2013

A

92,000 (2)

(1)

02/05/2023

Common Stock

92,000

$ 0

92,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Khattar Jack A. C/O SUPERNUS PHARMACEUTICALS, INC. 1550 EAST GUDE DRIVE ROCKVILLE, MD 20850	X		President, CEO

Signatures

/s/ Gregory S. Patrick, as attorney-in-fact		03/19/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The option and the stock appreciation rights vest in four equal annual installments beginning on February 5, 2014.
(2)	The reporting person is amending the Form 4 originally filed to report this option grant to reflect the fact that the reporting person was granted 300,000 options and 92,000 stock appreciation rights. Original Form 4 filing erroneously reported the grant of 392,000 options.

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