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^*

Harris Robert Paul

(Last)

(First)

(Middle)

C/O ARALEZ PHARMACEUTICALS INC.,

7100 WEST CREDIT AVENUE, SUITE 101

(Street)

MISSISSAUGA

L5N 0E4

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aralez Pharmaceuticals Inc. [ ARLZ ]

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)
11/28/2016

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 Shares, without par value	11/28/2016		M		20,000	A	$3.92⁽¹⁾⁽²⁾	614,094	D
Common Shares, without par value	11/28/2016		S		20,000	D	$4.65⁽³⁾⁽⁴⁾	594,094	D
Common Shares, without par value	11/29/2016		M		104,778	A	$3.92⁽¹⁾⁽²⁾	698,872	D
Common Shares, without par value	11/29/2016		S		104,778	D	$4.9929⁽³⁾⁽⁴⁾⁽⁵⁾	594,094	D
Common Shares, without par value								600,188	I	By spouse

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)
Employee Stock Option (right to buy)	$3.92⁽¹⁾	11/28/2016		M			20,000	⁽⁶⁾	12/01/2016	Common Shares, without par value	20,000	$0⁽²⁾	104,778	D
Employee Stock Option (right to buy)	$3.92⁽¹⁾	11/29/2016		M			104,778	⁽⁶⁾	12/01/2016	Common Shares, without par value	104,778	$0⁽²⁾	0	D

Explanation of Responses:

1. Price is presented in Canadian dollars.

2. The exercises reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 16, 2016, as amended.

3. Price is presented in United States dollars.

4. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 16, 2016, as amended.

5. This transaction was executed in multiple trades at prices ranging from $4.76 to $5.10. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

6. The option was exercisable as of the Reporting Person's previous filing on Form 3, dated as of February 8, 2016.

Remarks:

The transactions reported hereby relate to the exercise of employee stock options originally granted to the Reporting Person on December 1, 2011 with a five-year term, and were exercised shortly prior to their scheduled expiration date of December 1, 2016.

	/s/ Eric L. Trachtenberg, attorney-in-fact for Robert Paul Harris	11/30/2016
	** 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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