0001188112-14-000728.txt : 20140319 0001188112-14-000728.hdr.sgml : 20140319 20140319163906 ACCESSION NUMBER: 0001188112-14-000728 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20140319 DATE AS OF CHANGE: 20140319 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY EQUITY PARTNERS, L.P. GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HORIZON PHARMA, INC. CENTRAL INDEX KEY: 0001492426 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 272179987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86365 FILM NUMBER: 14704375 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD STREET 2: SUITE 520 CITY: DEERFIELD STATE: IL ZIP: 60062 BUSINESS PHONE: 224-383-3000 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD STREET 2: SUITE 520 CITY: DEERFIELD STATE: IL ZIP: 60062 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Discovery Group I, LLC CENTRAL INDEX KEY: 0001312548 IRS NUMBER: 300075077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 265-96000 MAIL ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 t78676_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 8)

 


UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)*
 
Horizon Pharma, Inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
 
44047T109
(CUSIP Number)
 
Michael R. Murphy
Discovery Group I, LLC
191 North Wacker Drive
Suite 1685
Chicago, Illinois 60606
Telephone Number: (312) 265-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
March 17, 2014
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 
 
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 

 

CUSIP No.  44047T109
 
 
1.
Names of Reporting Persons.
Discovery Equity Partners, L.P.
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
WC
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
Illinois
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
3,252,626
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
3,252,626
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,252,626
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     o
 
 
13.
Percent of Class Represented by Amount in Row (11)
4.8%
 
 
14.
Type of Reporting Person (See Instructions)
PN
 
 
 

 

 
CUSIP No.  44047T109
 
 
1.
Names of Reporting Persons.
Discovery Group I, LLC
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
3,252,626
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
3,252,626
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,252,626
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     o
 
 
13.
Percent of Class Represented by Amount in Row (11)
4.8%
 
 
14.
Type of Reporting Person (See Instructions)
IA

 
 

 


CUSIP No.  44047T109
 
 
1.
Names of Reporting Persons.
Daniel J. Donoghue
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
3,252,626
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
3,252,626
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,252,626
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     o
 
 
13.
Percent of Class Represented by Amount in Row (11)
4.8%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 

 

 
CUSIP No.  44047T109
 
 
1.
Names of Reporting Persons.
Michael R. Murphy
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
3,252,626
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
3,252,626
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,252,626
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     o
 
 
13.
Percent of Class Represented by Amount in Row (11)
4.8%
 
 
14.
Type of Reporting Person (See Instructions)
IN

 
 

 

 
Item 1.
Security and Issuer
   
 
This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) relates to the Common Stock, $0.0001 par value per share (the “Common Stock”), of Horizon Pharma, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 520 Lake Cook Road, Suite 520, Deerfield, Illinois 60015.  This Amendment No. 8 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on August 13, 2012, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on October 25, 2012, as amended by Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on April 15, 2013, as amended by Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on May 14, 2013, as amended by Amendment No. 4 thereto filed by the Reporting Persons with respect to the Company on December 13, 2013, as amended by Amendment No. 5 thereto filed by the Reporting Persons with respect to the Company on January 17, 2014, as amended by Amendment No. 6 thereto filed by the Reporting Persons with respect to the Company on February 7, 2014 and as amended by Amendment No. 7 thereto filed by the Reporting Persons with respect to the Company on March 3, 2014 (as so amended, the “Schedule 13D”).  All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D.  Except as amended by this Amendment No. 8, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 8.
   
Item 3.
Source and Amount of Funds or Other Consideration
   
 
Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
The total purchase price for the 3,252,626 shares of Common Stock beneficially owned by the Reporting Persons as of March 18, 2014 was approximately $8,103,226.  The source of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by Discovery Equity Partners with a broker on customary terms and conditions.  Discovery Equity Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.
 
Item 5.
Interest in Securities of the Issuer
   
 
Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
The information concerning percentages of ownership set forth below is based on 67,733,417 shares of Common Stock reported outstanding as of March 11, 2014 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
 
Discovery Equity Partners beneficially owns 3,252,626 shares of Common Stock as of March 18, 2014, which represents 4.8% of the outstanding Common Stock.
 
Discovery Group beneficially owns 3,252,626 shares of Common Stock as of March 18, 2014, which represents 4.8% of the outstanding Common Stock.
 
Mr. Donoghue beneficially owns 3,252,626 shares of Common Stock as of March 18, 2014, which represents 4.8% of the outstanding Common Stock.
 
Mr. Murphy beneficially owns 3,252,626 shares of Common Stock as of March 18, 2014, which represents 4.8% of the outstanding Common Stock.
 
 
 

 

 
 
Discovery Group is the sole general partner of Discovery Equity Partners.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by Discovery Equity Partners.
 
The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.
 
The Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock on March 17, 2014.
 
No person other than Discovery Equity Partners is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.
   
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
   
 
Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 8 included as Exhibit 2 to this Amendment No. 8, and the Powers of Attorney granted by Messrs. Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 8.
 
Item 7.
Material to Be Filed as Exhibits
   
 
Exhibit 1: List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
   
 
Exhibit 2: Joint Filing Agreement dated as of March 19, 2014, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
   
 
Exhibit 3: Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
   
 
Exhibit 4: Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

 
 

 

 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
March 19, 2014
 
Date
 
 
DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
 
By:  Michael R. Murphy*
 
Signature
 
 
Michael R. Murphy, Managing Member
 
Name/Title
 
 
Daniel J. Donoghue*
 
Signature
 
 
Daniel J. Donoghue
 
Name/Title
 
 
Michael R. Murphy*
 
Signature
 
 
Michael R. Murphy
 
Name/Title
   
 
*By: /s/ Mark Buckley
 
Mark Buckley
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy
 
 
 

 

 
Exhibit Index
 
Exhibit 1
 
List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
     
Exhibit 2
 
Joint Filing Agreement dated as of March 19, 2014, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
     
Exhibit 3
 
Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
     
Exhibit 4
 
Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
 
 

 

EX-1 2 ex1.htm EXHIBIT 1


EXHIBIT 1
 
TRANSACTIONS DURING PAST 60 DAYS
 
The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days.  Such transactions involved the purchase and sale of shares on the NASDAQ Global Market.  Certain of the prices reported below reflect the weighted average purchase or sale price of the shares of Common Stock purchased or sold on the relevant date.  The Reporting Persons hereby undertake to provide upon request to the SEC staff full information regarding the number of shares and prices at which each transaction was effected.
 
Date
Type
 
Price
     
Shares
1/21/2014
Sale
  $ 8.4269   1   50060
1/22/2014
Sale
  $ 8.3472   2   20000
1/23/2014
Sale
  $ 8.3304   3   32000
1/24/2014
Sale
  $ 8.4208   4   26600
1/27/2014
Sale
  $ 8.1957   5   7000
1/28/2014
Sale
  $ 8.3835   6   59699
1/29/2014
Sale
  $ 8.5300       1000
1/29/2014
Sale
  $ 9.6572   7   54000
1/29/2014
Sale
  $ 10.1776   8   21500
1/30/2014
Sale
  $ 10.0961   9   60115
1/31/2014
Sale
  $ 9.8592   10   73301
2/3/2014
Sale
  $ 9.9855   11   75000
2/4/2014
Sale
  $ 9.9349   12   41500
2/5/2014
Sale
  $ 9.9428   13   59966
2/6/2014
Sale
  $ 9.8388   14   29128
2/7/2014
Sale
  $ 9.9059   15   22000
2/10/2014
Sale
  $ 10.0934   16   28380
2/11/2014
Sale
  $ 10.0462   17   34119
2/12/2014
Sale
  $ 9.9373   18   13420
2/13/2014
Sale
  $ 10.2923   19   65746
2/14/2014
Sale
  $ 10.2262   20   41000
2/18/2014
Sale
  $ 10.7295   21   69500
2/19/2014
Sale
  $ 11.0038   22   60947
2/20/2014
Sale
  $ 11.1349   23   56100
2/21/2014
Sale
  $ 11.9801   24   81376
2/24/2014
Sale
  $ 12.1611   25   78100
2/25/2014
Sale
  $ 12.0987   26   30000
2/26/2014
Sale
  $ 12.1875   27   33044
2/27/2014
Sale
  $ 12.5163   28   106600
2/28/2014
Sale
  $ 12.5744   29   8800
3/3/2014
Sale
  $ 12.5385   30   107790
3/4/2014
Purchase
  $ 13.0800       1000
3/4/2014
Sale
  $ 13.0821   31   72074
3/5/2014
Sale
  $ 13.3917   32   75825
3/6/2014
Sale
  $ 13.0437   33   86246
3/7/2014
Sale
  $ 13.1354   34   44000
3/10/2014
Sale
  $ 13.4804   35   69700
3/11/2014
Sale
  $ 13.7544   36   60898
3/12/2014
Sale
  $ 13.4527   37   87100
3/13/2014
Sale
  $ 13.1912   38   3195
3/17/2014
Sale
  $ 13.9288   39   185825
3/18/2014
Sale
  $ 14.4440   40   130630
 

1 This transaction was executed in multiple trades at prices ranging from $8.27 – 8.82. 
2 This transaction was executed in multiple trades at prices ranging from $8.24 – 8.47.
3 This transaction was executed in multiple trades at prices ranging from $8.19 – 8.47.
5 This transaction was executed in multiple trades at prices ranging from $8.17 – 8.21. 
6 This transaction was executed in multiple trades at prices ranging from $8.19 – 8.5050. 
7 This transaction was executed in multiple trades at prices ranging from $9.05 – 10.05. 
8 This transaction was executed in multiple trades at prices ranging from $10.07 – 10.48. 
9 This transaction was executed in multiple trades at prices ranging from $9.89 – 10.50. 
10 This transaction was executed in multiple trades at prices ranging from $9.70 – 10.00. 
11 This transaction was executed in multiple trades at prices ranging from $9.68 – 10.15. 
12 This transaction was executed in multiple trades at prices ranging from $9.65 – 10.26. 
13 This transaction was executed in multiple trades at prices ranging from $9.77 – 10.00. 
14 This transaction was executed in multiple trades at prices ranging from $9.76 – 10.04. 
15 This transaction was executed in multiple trades at prices ranging from $9.78 – 10.05. 
16 This transaction was executed in multiple trades at prices ranging from $10.04 – 10.15. 
17 This transaction was executed in multiple trades at prices ranging from $9.90 – 10.12. 
18 This transaction was executed in multiple trades at prices ranging from $9.90 – 9.96. 
19 This transaction was executed in multiple trades at prices ranging from $9.90 – 10.60. 
20 This transaction was executed in multiple trades at prices ranging from $10.00 – 10.32. 
21 This transaction was executed in multiple trades at prices ranging from $10.24 – 11.06. 
22 This transaction was executed in multiple trades at prices ranging from $10.80 – 11.14. 
23 This transaction was executed in multiple trades at prices ranging from $11.00 – 11.25. 
24 This transaction was executed in multiple trades at prices ranging from $11.60 – 12.24. 
25 This transaction was executed in multiple trades at prices ranging from $11.66 – 12.37. 
26 This transaction was executed in multiple trades at prices ranging from $11.99 – 12.26. 
27 This transaction was executed in multiple trades at prices ranging from $11.94 – 12.36. 
28 This transaction was executed in multiple trades at prices ranging from $12.09 – 12.74. 
29 This transaction was executed in multiple trades at prices ranging from $12.45 – 12.84. 
30 This transaction was executed in multiple trades at prices ranging from $12.30 – 12.85. 
31 This transaction was executed in multiple trades at prices ranging from $12.98 – 13.35. 
32 This transaction was executed in multiple trades at prices ranging from $13.00 – 13.59. 
33 This transaction was executed in multiple trades at prices ranging from $12.77 – 13.15. 
34 This transaction was executed in multiple trades at prices ranging from $12.90 – 13.25. 
35 This transaction was executed in multiple trades at prices ranging from $13.19 – 13.64. 
36 This transaction was executed in multiple trades at prices ranging from $13.30 – 14.25. 
37 This transaction was executed in multiple trades at prices ranging from $13.15 – 13.69. 
38 This transaction was executed in multiple trades at prices ranging from $13.18 – 13.20. 
39 This transaction was executed in multiple trades at prices ranging from $13.56 – 14.12. 
40 This transaction was executed in multiple trades at prices ranging from $14.08 – 14.75.
 
 

 

 
EX-2 3 ex2.htm EXHIBIT 2


EXHIBIT 2

JOINT FILING AGREEMENT
 
The undersigned hereby agree to the joint filing of the Amendment No. 8 to Schedule 13D to which this Agreement is attached.
 
Dated: March 19, 2014
     
 
DISCOVERY GROUP I, LLC
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
 
       
 
By
Michael R. Murphy*
    Michael R. Murphy  
   
Managing Member
 
       
  Daniel J. Donoghue*
 
Daniel J. Donoghue
 
     
  Michael R. Murphy*
 
Michael R. Murphy
 
     
  *By:
/s/ Mark Buckley
    Mark Buckley  
    Attorney-in-Fact for Daniel J. Donoghue  
    Attorney-in-Fact for Michael R. Murphy  
 
 

 

 
EX-3 4 ex3.htm EXHIBIT 3


EXHIBIT 3
 
POWER OF ATTORNEY
 
The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.
 
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.
 
IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.
       
 
 
/s/ Daniel J. Donoghue  
   
Daniel J. Donoghue
 
     
STATE OF ILLINOIS    )  
  ) SS.  
COUNTY OF COOK  )  
            
I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.
 
Given under my hand and notarial seal, this 28th day of April, 2008.
       
 
 
/s/ Kareema M. Cruz  
   
Notary Public
 
                  
 

 

EX-4 5 ex4.htm EXHIBIT 4


EXHIBIT 4
 
POWER OF ATTORNEY
 
The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.
 
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.
 
IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.
       
 
 
/s/ Michael R. Murphy  
   
Michael R. Murphy
 
     
STATE OF ILLINOIS    )  
  ) SS.  
COUNTY OF COOK  )  
            
I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Michael R. Murphy, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.
 
Given under my hand and notarial seal, this 28th day of April, 2008.
       
 
 
/s/ Kareema M. Cruz  
   
Notary Public