Statement of Changes in Beneficial Ownership (4)
January 07 2020 - 6:19PM
Edgar (US Regulatory)
FORM 4
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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
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1. Name and Address of Reporting Person
*
Walbert Timothy P |
2. Issuer Name and Ticker or Trading Symbol
Horizon Therapeutics Public Ltd Co
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HZNP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President and CEO |
(Last)
(First)
(Middle)
C/O HORIZON THERAPEUTICS PLC, CONNAUGHT HOUSE, 1ST FL, 1 BURLINGTON RD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/3/2020 |
(Street)
DUBLIN, L2 4
(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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Ordinary Shares | 1/5/2020 | | M | | 211000 | A | (1) | 987991 | D | |
Ordinary Shares | 1/5/2020 | | A(2) | | 168523 | A | $0.00 | 1156514 | D | |
Ordinary Shares | 1/5/2020 | | F | | 168319 | D | $36.10 | 988195 | D | |
Ordinary Shares | 1/6/2020 | | S(3) | | 84886 | D | $35.57 (4) | 903309 | D | |
Ordinary Shares | | | | | | | | 1049 (5) | I | By spouse |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units (RSU) | (1) | 1/3/2020 | | A | | 174165 | | (6) | (6) | Ordinary Shares | 174165 | $0.00 | 174165 | D | |
Restricted Stock Units (RSU) | (1) | 1/3/2020 | | A | | 10159 | | (6) | (6) | Ordinary Shares | 10159 | $0.00 | 10159 | I | By spouse |
Restricted Stock Units (RSU) | (1) | 1/5/2020 | | M | | | 58034 | (7) | (7) | Ordinary Shares | 58034 | $0.00 | 116070 | D | |
Restricted Stock Units (RSU) | (1) | 1/5/2020 | | M | | | 152966 | (8) | (8) | Ordinary Shares | 152966 | $0.00 | 152967 | D | |
Explanation of Responses: |
(1) | Each RSU represents a contingent right to receive one ordinary share of the Issuer. |
(2) | On January 5, 2018, the reporting person was granted performance-based restricted stock units (PSUs) of the Issuer, which vest upon the satisfaction of certain performance criteria. On January 5, 2020, the PSUs vested as to the number of shares reported above. |
(3) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 23, 2019. |
(4) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.48 to $35.65 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(5) | Includes 1,049 ordinary shares of the Issuer acquired by the reporting person's spouse on November 29, 2019 pursuant to an employee stock purchase program. |
(6) | The RSU's vest 1/3rd annually on each anniversary of January 5, 2020. |
(7) | The RSU's vest 1/3rd annually on each anniversary of January 5, 2019. |
(8) | The RSU's vest 1/3rd annually on each anniversary of January 5, 2018. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Walbert Timothy P C/O HORIZON THERAPEUTICS PLC CONNAUGHT HOUSE, 1ST FL, 1 BURLINGTON RD DUBLIN, L2 4 | X |
| Chairman, President and CEO |
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Signatures
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/s/ Miles W. McHugh, Attorney-in-Fact | | 1/7/2020 |
**Signature of Reporting Person | Date |
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