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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Horizon Pharma plc [ HZNP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/13/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Ordinary shares, nominal value $0.0001 per share | 11/13/2014 | S(1)(2) | 1,739,130 | D | $11.54(1)(2) | 475,706 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. 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. |
2. (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). |
Remarks: |
/s/ Virinder Nohria | 11/17/2014 | |
** 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. |