0001209191-14-059111.txt : 20140922 0001209191-14-059111.hdr.sgml : 20140922 20140922201111 ACCESSION NUMBER: 0001209191-14-059111 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140919 FILED AS OF DATE: 20140922 DATE AS OF CHANGE: 20140922 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Horizon Pharma plc CENTRAL INDEX KEY: 0001492426 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 272179987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ADELAIDE CHAMBERS STREET 2: PETER STREET CITY: DUBLIN STATE: L2 ZIP: 8 BUSINESS PHONE: 011-353-1-649-8521 MAIL ADDRESS: STREET 1: ADELAIDE CHAMBERS STREET 2: PETER STREET CITY: DUBLIN STATE: L2 ZIP: 8 FORMER COMPANY: FORMER CONFORMED NAME: HORIZON PHARMA, INC. DATE OF NAME CHANGE: 20100520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DE VAERE ROBERT J CENTRAL INDEX KEY: 0001240116 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35238 FILM NUMBER: 141114961 MAIL ADDRESS: STREET 1: C/O HORIZON PHARMA, INC STREET 2: 1033 SKOKIE BLVD, SUITE 355 CITY: NORTHBROOK STATE: IL ZIP: 60062 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-09-19 0 0001492426 Horizon Pharma plc HZNP 0001240116 DE VAERE ROBERT J C/O HORIZON PHARMA PLC ADELAIDE CHAMBERS, PETER STREET DUBLIN L2 8 IRELAND 0 1 0 0 EVP & CFO Ordinary Shares 2014-09-19 4 A 0 94290 A 94290 D Stock Option (Right to Buy) 10.43 2014-09-19 4 A 0 46335 A 2018-10-05 Ordinary Shares 46335 46335 D Stock Option (Right to Buy) 5.20 2014-09-19 4 A 0 47654 A 2020-02-02 Ordinary Shares 47654 47654 D Stock Option (Right to Buy) 12.94 2014-09-19 4 A 0 42295 A 2020-06-05 Ordinary Shares 42295 42295 D Stock Option (Right to Buy) 4.96 2014-09-19 4 A 0 53621 A 2021-12-07 Ordinary Shares 53621 53621 D Restricted Stock Units 2014-09-19 4 A 0 16416 A Ordinary Shares 16416 16416 D Stock Option (Right to Buy) 2.40 2014-09-19 4 A 0 51000 A 2023-01-01 Ordinary Shares 51000 51000 D Restricted Stock Units 2014-09-19 4 A 0 33750 A Ordinary Shares 33750 33750 D Stock Option (Right to Buy) 7.61 2014-09-19 4 A 0 70000 A 2024-01-01 Ordinary Shares 70000 70000 D Restricted Stock Units 2014-09-19 4 A 0 62000 A Ordinary Shares 62000 62000 D Acquisition in connection with the merger (the "Merger") contemplated by the Transaction Agreement and Plan of Merger among Horizon Pharma, Inc., Vidara Therapeutics Holdings LLC, the Issuer (formerly known as Vidara Therapeutics International Ltd.), Hamilton Holdings (USA), Inc. and Hamilton Merger Sub, Inc. Pursuant to the Merger, the outstanding securities of Horizon Pharma, Inc. are being canceled and automatically converted into securities of the Issuer. The Reporting Person's disposition of securities of Horizon Pharma, Inc. in the Merger will be reported on a separate Form 4. The stock option is fully vested and exercisable. 25% of the shares subject to the option vested on the first anniversary of the grant date, and the remaining shares vested in 36 equal monthly installments thereafter. In connection with the Merger, the stock option originally granted by Horizon Pharma, Inc. has been converted into an option to purchase the same number of ordinary shares of the Issuer at the same exercise price and on substantially the same terms. The stock option vests in 48 equal monthly installments following the grant date of 1/2/2013. The option will become fully vested and immediately exercisable on the Separation Date as defined in that certain Executive Employment and Transition Agreement dated June 17, 2014. 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 the Issuer. The restricted stock units vest in four equal annual installments. The units will become fully vested on the Separation Date as defined in that certain Executive Employment and Transition Agreement dated June 17, 2014. The stock option vests in 48 equal monthly installments following the grant date of 1/2/2014. The option will become fully vested and immediately exercisable on the Separation Date as defined in that certain Executive Employment and Transition Agreement dated June 17, 2014. /s/ Paul W. Hoelscher, Attorney-in-Fact 2014-09-22