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*
ATLAS VENTURE FUND VI LP

(Last) (First) (Middle)
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HORIZON PHARMA, INC. [ HZNP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
COMMON STOCK 03/02/2012 P 828,443 (1) A $3.6212 (2) 3,688,294 (3) I See Footnote (3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to Purchase Common Stock $4.308 03/02/2012 P 207,110 (4) 03/02/2012 03/02/2017 Common Stock 207,110 (4) $3.6212 (2) 207,110 (4) I See Footnote (4)
1. Name and Address of Reporting Person*
ATLAS VENTURE FUND VI LP

(Last) (First) (Middle)
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atlas Venture Fund VI GmbH & Co KG

(Last) (First) (Middle)
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atlas Venture Associates VI, L.P.

(Last) (First) (Middle)
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ATLAS VENTURE ENTREPRENEURS FUND VI LP

(Last) (First) (Middle)
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
Explanation of Responses:
1. Includes 789,828 shares of common stock purchased by Atlas Venture Fund VI, L.P., 14,462 shares of common stock purchased by Atlas Venture Fund VI GmbH & Co. KG and 24,153 shares of common stock purchased by Atlas Venture Entrepreneurs' Fund VI, L.P. Atlas Venture Associates VI, L.P. is the general partner of Atlas Venture Fund VI, L.P. and Atlas Venture Entrepreneurs' Fund VI, L.P. and the managing limited partner of Atlas Venture Fund VI GmbH & Co. KG. Each of the Filing Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
2. Purchase price consists of the sum of (i) $3.59 (the closing bid price of the Issuer's common stock on 2/28/2012) and (ii) $0.03125.
3. Includes 3,516,377 shares of common stock held by Atlas Venture Fund VI, L.P., 64,385 shares of common stock held by Atlas Venture Fund VI GmbH & Co. KG and 107,532 shares of common stock held by Atlas Venture Entrepreneurs' Fund VI, L.P. Atlas Venture Associates VI, L.P. is the general partner of Atlas Venture Fund VI, L.P. and Atlas Venture Entrepreneurs' Fund VI, L.P. and the managing limited partner of Atlas Venture Fund VI GmbH & Co. KG. Each of the Filing Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
4. For each share of common stock of the Issuer purchased in the financing, a purchaser received a warrant to purchase 0.25 of a share of common stock of the Issuer. Includes warrants to purchase 197,456 shares of common stock purchased by Atlas Venture Fund VI, L.P., warrants to purchase 3,616 shares of common stock purchased by Atlas Venture Fund VI GmbH & Co. KG and warrants to purchase 6,038 shares of common stock purchased by Atlas Venture Entrepreneurs' Fund VI, L.P. Atlas Venture Associates VI, L.P. is the general partner of Atlas Venture Fund VI, L.P. and Atlas Venture Entrepreneurs' Fund VI, L.P. and the managing limited partner of Atlas Venture Fund VI GmbH & Co. KG. Each of the Filing Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
Atlas Venture Fund VI, L.P., By: Atlas Venture Associates VI, L.P., Its General Partner, By: Atlas Venture Associates VI, Inc., Its General Partner, By: /s/ Kristen Laguerre, Vice President 03/06/2012
Atlas Venture Entrepreneurs' Fund VI, L.P., By: Atlas Venture Associates VI, L.P., Its General Partner, By: Atlas Venture Associates VI, Inc., Its General Partner, By: /s/ Kristen Laguerre, Vice President 03/06/2012
Atlas Venture Fund VI GmbH & Co. KG, By: Atlas Venture Associates VI, L.P., Its Managing Limited Partner, By: Atlas Venture Associates VI, Inc., Its General Partner, By: /s/ Kristen Laguerre, Vice President 03/06/2012
Atlas Venture Associates VI, L.P., By: Atlas Venture Associates VI, Inc., Its General Partner, By: /s/ Kristen Laguerre, Vice President 03/06/2012
** Signature of Reporting Person Date
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