0001209191-14-069268.txt : 20141117 0001209191-14-069268.hdr.sgml : 20141117 20141117171823 ACCESSION NUMBER: 0001209191-14-069268 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141113 FILED AS OF DATE: 20141117 DATE AS OF CHANGE: 20141117 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: Nohria Virinder CENTRAL INDEX KEY: 0001619077 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35238 FILM NUMBER: 141228740 MAIL ADDRESS: STREET 1: 1000 HOLCOMB WOODS PARKWAY, SUITE 270 CITY: ROSWELL STATE: GA ZIP: 30076 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-11-13 0 0001492426 Horizon Pharma plc HZNP 0001619077 Nohria Virinder 111 SKYLINE VIEW ROAD FRANKLIN NC 28734 1 0 0 0 Ordinary shares, nominal value $0.0001 per share 2014-11-13 4 S 0 1739130 11.54 D 475706 D On November 13, 2014, Dr. Nohria agreed to sell 1,739,130 ordinary shares pursuant to that certain Underwriting Agreement, dated as of November 13, 2014 (the "Underwriting Agreement"), among the Issuer, the several selling shareholders (the "Selling Shareholders") named in Schedule I to the Underwriting Agreement and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Cowen and Company, LLC and Jefferies LLC, as representatives of the several underwriters (the "Underwriters") named in Schedule II to the Underwriting Agreement. Dr. Nohria also granted the Underwriters the option to purchase an additional 260,870 ordinary shares. The number in the table above assumes no exercise by the Underwriters of their option to purchase additional shares. The price to the public was $12.05 per ordinary share and the proceeds to Dr. Nohria was $11.537875 per ordinary share. (continued from footnote 1) In addition, in connection with the sale of ordinary shares, the Issuer also agreed to pay an aggregate of $2,230,231 to Altiva Capital, LLC, Dr. Nohria and Mohun Patrick Nohria 2013 Gift Trust (the "Reimbursed Shareholders") in connection with the sale of the ordinary shares by such Reimbursed Shareholders pursuant to the Underwriting Agreement, provided, that if the several Underwriters exercise their right to purchase the additional shares pursuant to the Underwriting Agreement in full or in part, the Issuer shall pay the Reimbursed Shareholders an additional $334,535 which shall be reduced pro rata in the event of that all additional shares are not purchased, in each case, each Reimbursed Shareholder to receive its pro rata amount based on the number of shares to be sold by such Reimbursed Shareholder (or $0.262125 per share). /s/ Virinder Nohria 2014-11-17