Statement of Changes in Beneficial Ownership (4)
January 23 2020 - 4:26PM
Edgar (US Regulatory)
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
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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)
1/21/2020 |
(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 | 1/21/2020 | | A(1) | | 20329 | A | $0.00 | 923638 | D | |
Ordinary Shares | 1/21/2020 | | F | | 9006 | D | $38.25 | 914632 | D | |
Ordinary Shares | 1/21/2020 | | A(2) | | 2574 | A | $0.00 | 3623 | I | By spouse |
Ordinary Shares | 1/21/2020 | | F | | 891 | D | $38.25 | 2732 | 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 |
Performance Restricted Stock Units (PSUs) | (3) | 1/21/2020 | | A (1) | | 40666 | | (1) | (1) | Ordinary Shares | 40666 | $0.00 | 40666 | D | |
Performance Restricted Stock Units (PSUs) | (3) | 1/21/2020 | | A (2) | | 2575 | | (2) | (2) | Ordinary Shares | 2575 | $0.00 | 2575 | I | By spouse |
Explanation of Responses: |
(1) | On January 4, 2019, 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 21, 2020, such performance criteria were met, and the PSUs vested as to the number of shares reported in Table I above. The remaining ordinary shares subject to the PSUs vest in equal annual installments on January 21, 2021 and January 21, 2022. |
(2) | On March 1, 2019, the Reporting Person's spouse was granted performance-based restricted stock units (PSUs) of the Issuer, which vest upon the satisfaction of certain performance criteria. On January 21, 2020, the PSUs vested as to the number of shares reported in Table I above. The remaining ordinary shares subject to the PSUs vest on January 21, 2021. |
(3) | Each PSU represents a contingent right to receive one ordinary share of the Issuer. |
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 | | 1/23/2020 |
**Signature of Reporting Person | Date |
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