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) 09/19/2014 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 09/19/2014 | D(1) | 57,655 | D | (1) | 0 | I | By Robert F. Carey III Trust dated 04/24/2001 |
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 | ||||||||
Warrants to purchase common stock | $4.308 | 09/19/2014 | D(1) | 6,913 | 03/02/2012 | 03/02/2017 | Common Stock | 6,913 | (2) | 0 | I | By Robert F. Carey III Trust dated 04/24/2001 | |||
Employee stock option (right to buy) | $13.34 | 09/19/2014 | D(1) | 100,000 | (3) | 03/04/2024 | Common Stock | 100,000 | (4) | 0 | D | ||||
Employee stock options (right to buy) | $13.34 | 09/19/2014 | D(1) | 140,000 | (5) | 03/04/2024 | Common Stock | 140,000 | (4) | 0 | D | ||||
Restricted stock units | (6) | 09/19/2014 | D(1) | 124,100 | (7) | (6) | Common Stock | 124,100 | (6) | 0 | D |
Explanation of Responses: |
1. Disposition in connection with the merger (the "Merger") contemplated by the Transaction Agreement and Plan of Merger among the Issuer, Vidara Therapeutics Holdings LLC, Horizon Pharma plc (formerly known as Vidara Therapeutics International Ltd.), Hamilton Holdings (USA), Inc. and Hamilton Merger Sub, Inc. Pursuant to the Merger, the outstanding securities of the Issuer are being canceled and automatically converted into securities of Horizon Pharma plc. The Reporting Person's acquisition of securities of Horizon Pharma plc in the Merger will be reported on a separate Form 4. |
2. In connection with the Merger, the warrant has been assumed and converted into a warrant to acquire the same number of ordinary shares of Horizon Pharma plc at the same exercise price and on substantially the same terms. |
3. The shares subject to the stock option vest in 12 equal monthly installments following the grant date of 3/5/2014. |
4. In connection with the Merger, the stock option has been assumed and converted into an option to acquire the same number of ordinary shares of Horizon Pharma plc at the same exercise price and on substantially the same terms. |
5. 25% of the shares subject to the stock option vest on 6/23/2015, and the remaining shares vest in 36 equal monthly installments thereafter. |
6. Each restricted stock unit represented a contingent right to receive one share of Horizon Pharma, Inc. common stock. Each restricted stock unit has been converted into a contingent right to receive one ordinary share of Horizon Pharma plc. |
7. The restricted stock units vest in four equal annual installments. |
Remarks: |
/s/ Robert J. De Vaere, Attorney-in-Fact | 09/22/2014 | |
** 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. |