SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Grigoriadis Dimitri E.

(Last)

(First)

(Middle)

12780 EL CAMINO REAL

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEUROCRINE BIOSCIENCES INC [ NBIX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF RESEARCH OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2014

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	01/17/2014		M		20,000	A	$2.59	97,058	D
COMMON STOCK	01/17/2014		M		5,000	A	$5.12	102,058	D
COMMON STOCK	01/17/2014		S⁽²⁾		25,000	D	$20	77,058	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
STOCK OPTION⁽³⁾	$19.59	01/16/2014		A		75,000		02/16/2014	01/16/2024	COMMON STOCK	75,000	$19.59	75,000	D
RESTRICTED STOCK UNIT	⁽⁴⁾	01/16/2014		A		13,000		⁽⁵⁾	⁽⁵⁾	COMMON STOCK	13,000	$0.00	13,000	D
RESTRICTED STOCK UNIT	⁽⁴⁾	01/16/2014		A		75,000		⁽⁶⁾	01/16/2019	COMMON STOCK	75,000	$0.00	75,000	D
INCENTIVE STOCK OPTION	$5.12	01/17/2014		M⁽¹⁾			5,000	02/27/2009	02/27/2015	COMMON STOCK	5,000	$5.12	10,000	D
INCENTIVE STOCK OPTION	$2.59	01/17/2014		M⁽¹⁾			20,000	06/11/2010	05/11/2017	COMMON STOCK	20,000	$2.59	50,000	D

Explanation of Responses:

1. Exercise of in-the-money derivative security

2. The disposition reported in this Form 4 was effected by a broker pursuant to instruction set forth in a Rule 10b5-1 trading plan adopted by the Reporting Person at least 90 days prior to the transaction date in Box 3 above. Additionally, Issuer policy restricts the reporting person from amending, canceling, suspending or otherwise modifying any 10b5-1 trading plan subsequent to adoption of such plan.

3. Represents option of which 1/48th of the shares underlying the option becomes vested and exercisable on February 16, 2014, an additional 1/48th of the shares underlying the option becomes vested and exercisable each month thereafter.

4. Each restricted stock unit represents a contingent right to receive one share of Neurocrine Common Stock.

5. The restricted stock units will vest annually at 1/4 of the units vesting on January 16, 2015, January 16, 2016, January 16, 2017, and January 16, 2018

6. 50,000 of these restricted stock units will vest upon the Company achieving the primary endpoint in a U.S. Food and Drug Administration ("FDA") approved Phase 3 study, while the remaining 25,000 restricted stock units will vest upon the Company obtaining FDA approval of a New Drug Application. The vesting provisions of these RSU are exclusive of the elagolix program.

Remarks:

	/s/ Margaret E. Valeur-Jensen, By Power of Attorney	01/21/2014
	** 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 4 (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.
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