SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lutz Robert Matthew

(Last)

(First)

(Middle)

900 NORTHBROOK DRIVE

SUITE 200

(Street)

TREVOSE

19053

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/03/2019

3. Issuer Name and Ticker or Trading Symbol
Strongbridge Biopharma plc [ SBBP ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	40,811⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	10/06/2015	10/06/2019	Common Stock	31,818	$8.06	D
Stock Option (Right to Buy)	10/06/2016	10/06/2019	Common Stock	31,818	$10.74	D
Stock Option (Right to Buy)	10/06/2017	10/06/2019	Common Stock	36,363	$13.43	D
Stock Option (Right to Buy)	⁽²⁾	06/25/2025	Common Stock	7,575	$14.37	D
Stock Option (Right to Buy)	⁽³⁾	06/25/2025	Common Stock	7,575	$14.37	D
Stock Option (Right to Buy)	⁽⁴⁾	06/25/2025	Common Stock	7,577	$14.37	D
Stock Option (Right to Buy)	⁽⁵⁾	02/26/2026	Common Stock	63,000	$3.94	D
Stock Option (Right to Buy)	⁽⁶⁾	02/23/2027	Common Stock	175,000	$2.9	D
Stock Option (Right to Buy)	⁽⁷⁾	02/05/2028	Common Stock	114,000	$6.65	D
Stock Option (Right to Buy)	⁽⁸⁾	02/20/2029	Common Stock	110,000	$4.67	D

Explanation of Responses:

1. Of the 40,811 shares, 24,500 ordinary shares are held in the form of restricted stock units, which vest in full on February 20, 2021, provided the Reporting Person is employed by the Issuer on such date.

2. This option vested in 16 equal, quarterly installments beginning August 26, 2015, and is fully exercisable.

3. This option vested in 16 equal, quarterly installments beginning October 16, 2015, and is fully exercisable.

4. This option becomes 100% exercisable upon a change of control of the Issuer, provided the Reporting Person is employed by the Issuer on such date.

5. This option vests in sixteen equal quarterly installments beginning May 26, 2016, provided the Reporting Person is employed by the Issuer on each vesting date.

6. This option vests in sixteen equal quarterly installments beginning May 23, 2017, provided the Reporting Person is employed by the Issuer on each vesting date.

7. This option vests in sixteen equal quarterly installments beginning May 5, 2018, provided the Reporting Person is employed by the Issuer on each vesting date.

8. This option vests in sixteen equal quarterly installments beginning May 20, 2019, provided the Reporting Person is employed by the Issuer on each vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Stephen J. Long, as attorney-in-fact	09/03/2019
	** 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 5 (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.