0001209191-14-058877.txt : 20140919 0001209191-14-058877.hdr.sgml : 20140919 20140919185010 ACCESSION NUMBER: 0001209191-14-058877 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140919 FILED AS OF DATE: 20140919 DATE AS OF CHANGE: 20140919 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Horizon Pharma plc CENTRAL INDEX KEY: 0001492426 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 272179987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ADELAIDE CHAMBERS STREET 2: PETER STREET CITY: DUBLIN STATE: L2 ZIP: 8 BUSINESS PHONE: 011-353-1-649-8521 MAIL ADDRESS: STREET 1: ADELAIDE CHAMBERS STREET 2: PETER STREET CITY: DUBLIN STATE: L2 ZIP: 8 FORMER COMPANY: FORMER CONFORMED NAME: HORIZON PHARMA, INC. DATE OF NAME CHANGE: 20100520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vidara Therapeutics Holdings LLC CENTRAL INDEX KEY: 0001619143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35238 FILM NUMBER: 141112824 BUSINESS ADDRESS: STREET 1: 300 FRANK W. BURR BLVD, SUITE 5 CITY: TEANECK STATE: NJ ZIP: 07666 BUSINESS PHONE: (201) 836-2308 MAIL ADDRESS: STREET 1: 300 FRANK W. BURR BLVD, SUITE 5 CITY: TEANECK STATE: NJ ZIP: 07666 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-09-19 0 0001492426 Horizon Pharma plc HZNP 0001619143 Vidara Therapeutics Holdings LLC C/O DFW CAPITAL PARTNERS, ATTN: KEITH W. PENNELL, 300 FRANK W. BURR BLVD., STE 5 TEANECK NJ 07666 0 0 1 0 Ordinary shares, nominal value $0.0001 per share 31350000 D On September 19, 2014, the Issuer (formerly known as Vidara Therapeutics International Public Limited Company) and Horizon Pharma Inc. ("HPI") consummated the merger contemplated by the transaction agreement and plan of merger that the Issuer entered into with HPI and certain other parties on March 18, 2014, as amended, or the merger agreement. In connection with the merger, the Issuer was re-named Horizon Pharma plc and became the parent company of HPI, with HPI becoming the wholly-owned subsidiary of the Issuer. In the merger, all outstanding shares of HPI's common stock were canceled and converted into the right to receive, on a one-for-one basis, ordinary shares of the Issuer. Immediately after giving effect to the issuance of ordinary shares of the Issuer to the former HPI stockholders in the merger, approximately 106,130,396 of the Issuer's ordinary shares were outstanding, of which approximately 70.5% were held by the former HPI stockholders. (continued from footnote 1) The remaining 31,350,000 ordinary shares, or 29.5% of the Issuer's ordinary shares outstanding immediately after giving effect to the merger were held by Vidara Therapeutics Holdings LLC, the Reporting Person, which was the sole shareholder of the Issuer prior to the merger since January 2012. The managers of the Reporting Person, a Delaware limited liability company, are Mr. Balaji Venkataraman, Dr. Virinder Nohria, Mr. Keith Pennell and Mr. Donald DeMuth, each of whom disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. Through trusts and other entities, Mr. Venkataraman indirectly beneficially owns 57.6% of the outstanding voting membership interests, and 52.9% of the economic interests of the Reporting Person. (cont. from 2) If the Reporting Person were to distribute all of the ordinary shares of Horizon Pharma plc pro rata to its members, Mr. Venkataraman will indirectly beneficially own 16,586,317 ordinary shares of Horizon Pharma plc (or 15.6% of the total ordinary shares of Horizon Pharma plc outstanding as of September 19, 2014). Mr. Venkataraman, Mr. Pennell and Mr. DeMuth are U.S. citizens. Dr. Nohria is a citizen of the United Kingdom. The principal office of the Reporting Person is located at c/o DFW Capital Partners is 300 Frank W. Burr Boulevard, Glenpointe Centre East, Suite 5, Teaneck, New Jersey 07666. DFW Capital Partners III, L.P. ("DFW III"), a Delaware limited partnership, and DFW-Vidara, LLC ("DFW-Vidara"), a Delaware limited liability company, each an affiliate of DFW Capital Partners, together are the record holders of an aggregate of approximately 25.4% of the outstanding voting membership interests, and 14.6% of the economic interests of, the Reporting Person. (cont. from 3) The principal business of DFW III is that of a private investment partnership. The general partner of DFW III is DFW III, LLC ("DFW III GP"), a Delaware limited liability company. The principal business of DFW III GP is that of acting as the general partner of DFW III. The principal business of DFW-Vidara is that of a private investment company. The managing member of DFW-Vidara is Jersey Ventures, LLC, or Jersey Ventures, a Delaware limited liability company. The principal business of Jersey Ventures is serving as the managing member of DFW-Vidara and one or more other entities affiliated with DFW Capital Partners. The managers of DFW III GP, Jersey Ventures and DFW Capital Partners are Donald F. DeMuth, Keith W. Pennell and Brett L. Prager, each of whom is a citizen of the United States and each of whom disclaims beneficial ownership of the ordinary shares except to the extent of any pecuniary interest therein. (cont. from 4) The principal office of DFW III, DFW-Vidara, DFW III GP, Jersey Ventures and DFW Capital Partners is 300 Frank W. Burr Boulevard, Glenpointe Centre East, Suite 5, Teaneck, New Jersey 07666. If the Reporting Person were to distribute all of the ordinary shares of Horizon Pharma plc pro rata to its members, DFW III and DFW Vidara together will directly beneficially own, and DFW Capital Partners indirectly will beneficially own, 4,590,230 ordinary shares of Horizon Pharma plc (or 4.3% of the total ordinary shares of Horizon Pharma plc outstanding as of September 19, 2014). /s/ Virinder Nohria, M.D., Ph.D. 2014-09-19