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^*

Walbert Timothy P

(Last)

(First)

(Middle)

C/O HORIZON PHARMA, INC.

520 LAKE COOK ROAD, SUITE 520

(Street)

DEERFIELD

60015

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2014

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	09/19/2014		D⁽¹⁾		164,060	D	⁽¹⁾	0	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 (Right to Buy)	$10.43	09/19/2014		D⁽¹⁾			121,701	⁽²⁾	07/15/2018	Common Stock	121,701	⁽³⁾	0	D
Stock Option (Right to Buy)	$5.2	09/19/2014		D⁽¹⁾			128,937	⁽²⁾	02/02/2020	Common Stock	128,937	⁽³⁾	0	D
Stock Option (Right to Buy)	$12.94	09/19/2014		D⁽¹⁾			112,787	⁽²⁾	06/15/2020	Common Stock	112,787	⁽³⁾	0	D
Stock Option (Right to Buy)	$4.96	09/19/2014		D⁽¹⁾			216,955	⁽⁴⁾	12/07/2021	Common Stock	216,955	⁽³⁾	0	D
Restricted Stock Units	⁽⁵⁾	09/19/2014		D⁽¹⁾			66,421	⁽⁶⁾	⁽⁵⁾	Common Stock	66,421	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$2.4	09/19/2014		D⁽¹⁾			147,000	⁽⁴⁾	01/01/2023	Common Stock	147,000	⁽³⁾	0	D
Restricted Stock Units	⁽⁵⁾	09/19/2014		D⁽¹⁾			96,525	⁽⁶⁾	⁽⁵⁾	Common Stock	96,525	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$7.61	09/19/2014		D⁽¹⁾			223,000	⁽⁴⁾	01/01/2024	Common Stock	223,000	⁽³⁾	0	D
Restricted Stock Units	⁽⁵⁾	09/19/2014		D⁽¹⁾			198,000	⁽⁶⁾	⁽⁵⁾	Common Stock	198,000	⁽⁵⁾	0	D

Explanation of Responses:

1. Disposition in connection with the merger (the "Merger") contemplated by the Transaction Agreement and Plan of Merger among Horizon Pharma, Inc. (the "Issuer"), Vidara Therapeutics Holdings LLC, Horizon Pharma plc (formerly known as Vidara Therapeutics International Ltd.), Hamilton Holdings (USA), Inc. and Hamilton Merger Sub, Inc. Pursuant to the Merger, the outstanding securities of the Issuer are being canceled and automatically converted into securities of Horizon Pharma plc. The Reporting Person's acquisition of securities of Horizon Pharma plc in the Merger will be reported on a separate Form 4.

2. The stock option is fully vested and exercisable. 25% of the shares subject to the option vested on the first anniversary of the grant date, and the remaining shares vested in 36 equal monthly installments thereafter.

3. In connection with the Merger, the stock option has been assumed and converted into options to purchase the same number of ordinary shares of Horizon Pharma plc at the same exercise price and on substantially the same terms.

4. The stock option vests in 48 equal monthly installments following the date of grant.

5. Each restricted stock unit represented a contingent right to receive one share of Horizon Pharma, Inc. common stock. Each restricted stock unit has been converted into a contingent right to receive one ordinary share of Horizon Pharma plc.

6. The restricted stock units vest in four equal annual installments.

Remarks:

	/s/ Robert J. De Vaere, Attorney-in-Fact	09/22/2014
	** 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).
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