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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Sun Elaine D
2. Issuer Name and Ticker or Trading Symbol

HALOZYME THERAPEUTICS, INC. [ HALO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP, Chief Financial Officer
(Last)          (First)          (Middle)

C/O HALOZYME THERAPEUTICS, INC., 11388 SORRENTO VALLEY ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2020
(Street)

SAN DIEGO, CA 92121
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units $0 4/1/2020  A   40796    4/1/2021 (1) (1)Common Stock 40796 $0 40796 D  

Explanation of Responses:
(1) The vesting of these Performance Stock Units (PSUs) is subject to the satisfaction of both performance-based and time-based vesting conditions. The performance-based condition will be satisfied as to 25% of the total PSU grant upon achievement of each of four separate milestones of 20%, 30%, 40% and 50% increases of the closing price of the Issuer's common stock on the date of grant. The PSUs may be earned at any point during the three-year performance period (commencing on the date of grant) and any PSUs that are not earned during the three-year performance period will be forfeited. The time-based condition will be satisfied as to 25% of the total PSU grant upon each of the first four anniversaries of the date of grant contingent upon the Reporting Person's continued service to the Issuer through each such anniversary date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Sun Elaine D
C/O HALOZYME THERAPEUTICS, INC.
11388 SORRENTO VALLEY ROAD
SAN DIEGO, CA 92121


SVP, Chief Financial Officer

Signatures
/s/ James R. Oehler as attorney-in-fact for Elaine D. Sun4/3/2020
**Signature of Reporting PersonDate

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