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^*

BIRD JEFFREY W

(Last)

(First)

(Middle)

755 PAGE MILL ROAD, SUITE A-200

(Street)

PALO ALTO

94304-1005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HORIZON PHARMA, INC. [ HZNP ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2011

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	08/02/2011		C		599,569⁽¹⁾	A	$0⁽¹⁾	599,569	I	By Ltd Partnership (SHV)⁽²⁾
Common Stock	08/02/2011		C		151,617⁽³⁾	A	$9	751,186	I	By Ltd Partnership (SHV)⁽²⁾
Common Stock	08/02/2011		P		138,097	A	$9	889,283	I	By Ltd Partnership (SHV)⁽²⁾
Common Stock	08/02/2011		C		74,877⁽¹⁾	A	$0⁽¹⁾	964,160	I	By Ltd Partnership (SHV)⁽²⁾
Common Stock	08/02/2011		C		22,711⁽¹⁾	A	$0⁽¹⁾	22,711	I	By Trust (Trustees)⁽⁴⁾
Common Stock	08/02/2011		C		5,745⁽³⁾	A	$9	28,456	I	By Trust (Trustees)⁽⁴⁾
Common Stock	08/02/2011		P		5,238	A	$9	33,694	I	By Trust (Trustees)⁽⁴⁾
Common Stock	08/02/2011		C		2,868⁽¹⁾	A	$0⁽¹⁾	36,562	I	By Trust (Trustees)⁽⁴⁾

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)
Convertible Promissory Note	$9	08/02/2011		C			1,364,573.26⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	151,616.3703	⁽⁶⁾	0.0000	I	By Ltd Partnership (SHV)⁽²⁾
Series A Preferred Stock	⁽¹⁾	08/02/2011		C			599,569	⁽⁷⁾	⁽⁷⁾	Common Stock	599,569	⁽⁷⁾	0.0000	I	By Ltd Partnership (SHV)⁽²⁾
Series B Preferred Stock	⁽¹⁾	08/02/2011		C			74,877	⁽⁷⁾	⁽⁷⁾	Common Stock	74,877	⁽⁷⁾	0.0000	I	By Ltd Partnership (SHV)⁽²⁾
Warrant to Purchase Common Stock	$12.35	08/02/2011		C⁽⁸⁾		6,310		⁽⁹⁾	07/02/2016⁽⁹⁾	Common Stock	6,310	⁽⁹⁾	6,310	I	By Ltd Partnership (SHV)⁽²⁾
Warrant to Purchase Common Stock	$12.35	08/02/2011		C⁽⁸⁾		7,856		⁽⁹⁾	09/25/2016⁽⁹⁾	Common Stock	7,856	⁽⁹⁾	7,856	I	By Ltd Partnership (SHV)⁽²⁾
Warrant to Purchase Common Stock	$12.35	08/02/2011		C⁽⁸⁾		12,542		⁽⁹⁾	10/31/2015⁽⁹⁾	Common Stock	12,542	⁽⁹⁾	12,542	I	By Ltd Partnership (SHV)⁽²⁾
Warrant to Purchase Ser A Preferred Stock	$5.201	08/02/2011		C⁽⁸⁾			14,981	⁽⁹⁾	07/02/2016⁽⁹⁾	Series A Preferred Stock	14,981	⁽⁹⁾	0.0000	I	By Ltd Partnership (SHV)⁽²⁾
Warrant to Purchase Ser A Preferred Stock	$5.201	08/02/2011		C⁽⁸⁾			18,651	⁽⁹⁾	09/25/2016⁽⁹⁾	Series A Preferred Stock	18,651	⁽⁹⁾	0.0000	I	By Ltd Partnership (SHV)⁽²⁾
Warrant to Purchase Ser A Preferred Stock	$5.201	08/02/2011		C⁽⁸⁾			29,775	⁽⁹⁾	10/31/2015⁽⁹⁾	Series A Preferred Stock	29,775	⁽⁹⁾	0.0000	I	By Ltd Partnership (SHV)⁽²⁾
Convertible Promissory Note	$9	08/02/2011		C			51,716.47⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	5,746.1652	⁽⁶⁾	0.0000	I	By Trust (Trustees)⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	08/02/2011		C			22,711	⁽⁷⁾	⁽⁷⁾	Common Stock	22,711	⁽⁷⁾	0.0000	I	By Trust (Trustees)⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	08/02/2011		C			2,868	⁽⁷⁾	⁽⁷⁾	Common Stock	2,868	⁽⁷⁾	0.0000	I	By Trust (Trustees)⁽⁴⁾
Warrant to Purchase Common Stock	$12.35	08/02/2011		C⁽⁸⁾		239		⁽⁹⁾	07/02/2016⁽⁹⁾	Common Stock	239	⁽⁹⁾	239	I	By Trust (Trustees)⁽⁴⁾
Warrant to Purchase Common Stock	$12.35	08/02/2011		C⁽⁸⁾		301		⁽⁹⁾	09/25/2016⁽⁹⁾	Common Stock	301	⁽⁹⁾	301	I	By Trust (Trustees)⁽⁴⁾
Warrant to Purchase Common Stock	$12.35	08/02/2011		C⁽⁸⁾		485		⁽⁹⁾	10/31/2015⁽⁹⁾	Common Stock	485	⁽⁹⁾	485	I	By Trust (Trustees)⁽⁴⁾
Warrant to Purchase Ser A Preferred Stock	$5.201	08/02/2011		C⁽⁸⁾			568	⁽⁹⁾	07/02/2016⁽⁹⁾	Series A Preferred Stock	568	⁽⁹⁾	0.0000	I	By Trust (Trustees)⁽⁴⁾
Warrant to Purchase Ser A Preferred Stock	$5.201	08/02/2011		C⁽⁸⁾			716	⁽⁹⁾	09/25/2016⁽⁹⁾	Series A Preferred Stock	716	⁽⁹⁾	0.0000	I	By Trust (Trustees)⁽⁴⁾
Warrant to Purchase Ser A Preferred Stock	$5.201	08/02/2011		C⁽⁸⁾			1,151	⁽⁹⁾	10/31/2015⁽⁹⁾	Series A Preferred Stock	1,151	⁽⁹⁾	0.0000	I	By Trust (Trustees)⁽⁴⁾

Explanation of Responses:

1. Automatic conversion, in connection with the Issuer's initial public offering, of preferred stock into shares of common stock. Every 2.374 shares of preferred stock converted into one share of common stock upon the closing of the Issuer's initial public offering.

2. Shares held by Sutter Hill Ventures, A California Limited Partnership. The reporting person is a Managing Director of the General Partner of Sutter Hill Ventures, A California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

3. Represents shares acquired upon conversion, in connection with the Issuer's initial public offering, of convertible promissory notes.

4. Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

5. Amount shown represents dollars.

6. Principal and accrued interest converted upon the Issuer's initial public offering of common stock, into shares of common stock.

7. These securities are preferred stock of the Issuer and did not have an expiration date. Prior to the Issuer's initial public offering of common stock, the securities were convertible at any time at the election of the holder. The securities automatically converted into shares of common stock upon the closing of the Issuer's initial public offering of common stock.

8. Automatic conversion, in connection with the Issuer's initial public offering, of warrants to purchase Series A Preferred Stock into warrants to purchase Common Stock. The warrants converted at a rate of 2.374 shares of Series A Preferred Stock to 1 share of Common Stock.

9. The warrants are immediately exercisable and shall terminate on the earlier of the expiration date referenced herein or the occurence of other specified corporate transactions.

	Robert Yin, by power of attorney	08/04/2011
	** 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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