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