SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

McHugh Miles W

(Last)

(First)

(Middle)

C/O HORIZON PHARMA PLC

CONNAUGHT HOUSE, 1ST FL, 1 BURLINGTON RD

(Street)

DUBLIN

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2015

3. Issuer Name and Ticker or Trading Symbol
Horizon Pharma plc [ HZNP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	1,000	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	11/30/2024	Ordinary Shares	57,000	$12.19	D
Stock Option (Right to Buy)	⁽²⁾	03/22/2025	Ordinary Shares	84,000	$22.14	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Ordinary Shares	33,800	⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	38,000	⁽⁴⁾	D
Performance Share Units (PSU)	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	33,000	⁽⁵⁾	D

Explanation of Responses:

1. 25% of the shares subject to the option vest and become exercisable on the first anniversary of the date of grant (12/1/2014), and the remaining shares vest in 36 equal monthly installments thereafter.

2. 25% of the shares subject to the option vest and become exercisable on the first anniversary of the date of grant (3/23/2015), and the remaining shares vest in 36 equal monthly installments thereafter.

3. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer. The restricted stock units vest 25% annually on each anniversary of the date of grant (12/1/2014).

4. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer. The restricted stock units vest 25% annually on each anniversary of the date of grant (3/23/2015).

5. Each PSU represents a contingent right to receive ordinary shares of the Issuer, based on the Issuer's level of total shareholder return, as measured from March 23, 2015 through December 22, 2017, March 22, 2018 and June 22, 2018 or based on the level of total shareholder return through any earlier change in control. For such purposes, total shareholder return means the percentage change in the price of the Issuer's ordinary shares on a compounded annual basis, plus the value of reinvested dividends. The number of shares issued may range from zero (0) shares to the maximum number of shares reported in column 3 of this report.

Remarks:

	/s/ Paul W. Hoelscher, Attorney-in-Fact	05/08/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.