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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

SHERMAN JEFFREY W

(Last)

(First)

(Middle)

C/O HORIZON PHARMA PLC ADELAIDE CHAMBERS

PETER STREET

(Street)

DUBLIN

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and Chief Medical Officer

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)
Ordinary Shares	09/19/2014		A⁽¹⁾		99,298	A	⁽¹⁾	99,298	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)	$13.47	09/19/2014		A⁽¹⁾		46,335		⁽²⁾	06/22/2019	Ordinary Shares	46,335	⁽³⁾	46,335	D
Stock Option (Right to Buy)	$5.2	09/19/2014		A⁽¹⁾		47,654		⁽²⁾	02/02/2020	Ordinary Shares	47,654	⁽³⁾	47,654	D
Stock Option (Right to Buy)	$12.94	09/19/2014		A⁽¹⁾		42,295		⁽²⁾	06/15/2020	Ordinary Shares	42,295	⁽³⁾	42,295	D
Stock Option (Right to Buy)	$4.96	09/19/2014		A⁽¹⁾		53,621		⁽⁴⁾	12/07/2021	Ordinary Shares	53,621	⁽³⁾	53,621	D
Restricted Stock Units	⁽⁵⁾	09/19/2014		A⁽¹⁾		16,416		⁽⁶⁾	⁽⁵⁾	Ordinary Shares	16,416	⁽⁵⁾	16,416	D
Stock Option (Right to Buy)	$2.4	09/19/2014		A⁽¹⁾		51,000		⁽⁴⁾	01/01/2023	Ordinary Shares	51,000	⁽³⁾	51,000	D
Restricted Stock Units	⁽⁵⁾	09/19/2014		A⁽¹⁾		33,750		⁽⁶⁾	⁽⁵⁾	Ordinary Shares	33,750	⁽⁵⁾	33,750	D
Stock Option (Right to Buy)	$7.61	09/19/2014		A⁽¹⁾		70,000		⁽⁴⁾	01/01/2024	Ordinary Shares	70,000	⁽³⁾	70,000	D
Restricted Stock Units	⁽⁵⁾	09/19/2014		A⁽¹⁾		62,000		⁽⁶⁾	⁽⁵⁾	Ordinary Shares	62,000	⁽⁵⁾	62,000	D

Explanation of Responses:

1. Acquisition in connection with the merger (the "Merger") contemplated by the Transaction Agreement and Plan of Merger among Horizon Pharma, Inc., Vidara Therapeutics Holdings LLC, the Issuer (formerly known as Vidara Therapeutics International Ltd.), Hamilton Holdings (USA), Inc. and Hamilton Merger Sub, Inc. Pursuant to the Merger, the outstanding securities of Horizon Pharma, Inc. are being canceled and automatically converted into securities of the Issuer. The Reporting Person's disposition of securities of Horizon Pharma, Inc. 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 originally granted by Horizon Pharma, Inc. has been converted into an option to purchase the same number of ordinary shares of the Issuer 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 the Issuer.

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

Remarks:

	/s/ Paul W. Hoelscher, 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.