[X]

 Rule 13d-1(b)

[   ]

 Rule 13d-1(c)

[   ]

 Rule 13d-1(d)

1.

Names of Reporting Persons

Paulson & Co. Inc.

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

3.

SEC Use Only

4.

Citizenship or Place of Organization

 

State of Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

5.

Sole Voting Power

8,686,500 (see Note 1 to Item 4 below)

 

6.

Shared Voting Power

0

 

7.

Sole Dispositive Power

8,686,500 (see Note 1 to Item 4 below)

 

8.

Shared Dispositive Power

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

8,686,500 (see Note 1 to Item 4 below)

 

10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

 

11.

Percent of Class Represented By Amount in Row (9)

6.94%

 

12.

Type of Reporting Person (See Instructions)

IA

Item 1(a).

Name of Issuer:

AKORN, INC.

Item 1(b).

Address of the Issuer's Principal Executive Offices:

 

1925 W. Field Court, Suite 300

Lake Forest, Illinois 60045

 

Item 2(a).

Name of Person Filing

Paulson & Co. Inc.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

1251 Avenue of the Americas, New York, NY 10020

Item 2(c).

Citizenship:

Delaware corporation

Item 2(d).

Title of Class of Securities:

 

Common stock, no par value

 

Item 2(e).

CUSIP Number:

009728106

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(e).    Paulson & Co. Inc. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.

 

Item 4.

Ownership:

Item 4(a).

Amount Beneficially Owned: 8,686,500 (see Note 1)

Item 4(b).

Percent of Class: 6.94%

Item 4(c).

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote: 8,686,500 (see Note 1)

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 8,686,500 (see Note 1)

(iv)

Shared power to dispose or to direct the disposition of: 0

 

Note 1: Paulson & Co. Inc. (“Paulson”), an investment advisor that is registered under the Investment Advisors Act of 1940, and its affiliates furnish investment advice to and manage onshore and offshore investment funds and separate managed accounts (such investment funds and accounts, the “Funds”).  In its role as investment advisor, or manager, Paulson possesses voting and/or investment power over the securities of the Issuer described in this schedule that are owned by the Funds.  All securities reported in this schedule are owned by the Funds.  Paulson disclaims beneficial ownership of such securities.

Item 5.

Ownership of Five Percent or Less of a Class:

 Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

All securities reported in this schedule are owned by Paulson’s advisory clients, none of which to Paulson’s knowledge owns more than 5% of the class.  Paulson itself disclaims beneficial ownership of all such securities.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

Item 9.

Notice of Dissolution of Group:

Not applicable.

Item 10.

Certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

Date:  February 14, 2017

PAULSON & CO. INC.

Stuart L. Merzer

General Counsel & Chief Compliance Officer