Statement of Changes in Beneficial Ownership (4)
September 22 2014 - 7:22PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
SHERMAN JEFFREY W
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2. Issuer Name
and
Ticker or Trading Symbol
Horizon Pharma plc
[
HZNP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP, Chief Medical Officer
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(Last)
(First)
(Middle)
C/O HORIZON PHARMA, INC., 520 EAST COOK ROAD, SUITE 520
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/19/2014
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(Street)
DEERFIELD, IL 60015
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/19/2014
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D
(1)
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99298
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$13.47
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9/19/2014
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D
(1)
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46335
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(2)
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6/22/2019
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Common Stock
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46335
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(3)
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0
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D
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Stock Option (Right to Buy)
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$5.20
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9/19/2014
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D
(1)
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47654
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(2)
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2/2/2020
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Common Stock
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47654
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(3)
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0
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D
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Stock Option (Right to Buy)
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$12.94
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9/19/2014
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D
(1)
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42295
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(2)
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6/15/2020
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Common Stock
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42295
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(3)
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0
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D
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Stock Option (Right to Buy)
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$4.96
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9/19/2014
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D
(1)
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53621
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(4)
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12/7/2021
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Common Stock
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53621
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(3)
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0
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D
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Restricted Stock Units
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(5)
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9/19/2014
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D
(1)
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16416
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(6)
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(5)
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Common Stock
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16416
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(5)
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0
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D
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Stock Option (Right to Buy)
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$2.40
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9/19/2014
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D
(1)
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51000
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(4)
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1/1/2023
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Common Stock
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51000
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(3)
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0
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D
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Restricted Stock Units
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(5)
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9/19/2014
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D
(1)
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33750
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(6)
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(5)
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Common Stock
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33750
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(5)
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0
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D
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Stock Option (Right to Buy)
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$7.61
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9/19/2014
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D
(1)
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70000
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(4)
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1/1/2024
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Common Stock
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70000
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(3)
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0
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D
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Restricted Stock Units
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(5)
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9/19/2014
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D
(1)
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62000
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(6)
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(5)
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Common Stock
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62000
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(5)
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0
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D
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Explanation of Responses:
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(
1)
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Disposition in connection with the merger (the "Merger") contemplated by the Transaction Agreement and Plan of Merger among Horizon Pharma, Inc. (the "Issuer"), Vidara Therapeutics Holdings LLC, Horizon Pharma plc (formerly known as Vidara Therapeutics International Ltd.), Hamilton Holdings (USA), Inc. and Hamilton Merger Sub, Inc. Pursuant to the Merger, the outstanding securities of the Issuer are being canceled and automatically converted into securities of Horizon Pharma plc. The Reporting Person's acquisition of securities of Horizon Pharma plc in the Merger will be reported on a separate Form 4.
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(
2)
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The stock option is fully vested and exercisable. 25% of the shares subject to the option vested on the first anniversary of the grant date, and the remaining shares vested in 36 equal monthly installments thereafter.
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(
3)
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In connection with the Merger, the stock option has been assumed and converted into options to purchase the same number of ordinary shares of Horizon Pharma plc at the same exercise price and on substantially the same terms.
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(
4)
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The stock option vests in 48 equal monthly installments following the date of grant.
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(
5)
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Each restricted stock unit represented a contingent right to receive one share of Horizon Pharma, Inc. common stock. Each restricted stock unit has been converted into a contingent right to receive one ordinary share of Horizon Pharma plc.
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(
6)
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The restricted stock units vest in four equal annual installments.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SHERMAN JEFFREY W
C/O HORIZON PHARMA, INC.
520 EAST COOK ROAD, SUITE 520
DEERFIELD, IL 60015
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EVP, Chief Medical Officer
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Signatures
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/s/ Robert J. De Vaere, Attorney-in-Fact
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9/22/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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.
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