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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Carey Robert (Last) (First) (Middle) C/O HORIZON PHARMA, INC. 520 EAST COOK ROAD, SUITE 520 (Street) DEERFIELD IL 60015 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Horizon Pharma plc [ HZNP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP & Chief Business Officer
	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) 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)
			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)
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).
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