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, INC. [ HZNP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/02/2011 | ||||||||||||||||||||||||||
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 | 08/02/2011 | C | 599,569(1) | A | $0(1) | 599,569 | I | By Ltd Partnership (SHV)(2) | ||
Common Stock | 08/02/2011 | C | 151,617(3) | A | $9 | 751,186 | I | By Ltd Partnership (SHV)(2) | ||
Common Stock | 08/02/2011 | P | 138,097 | A | $9 | 889,283 | I | By Ltd Partnership (SHV)(2) | ||
Common Stock | 08/02/2011 | C | 74,877(1) | A | $0(1) | 964,160 | I | By Ltd Partnership (SHV)(2) | ||
Common Stock | 08/02/2011 | C | 22,711(1) | A | $0(1) | 22,711 | I | By Trust (Trustees)(4) | ||
Common Stock | 08/02/2011 | C | 5,745(3) | A | $9 | 28,456 | I | By Trust (Trustees)(4) | ||
Common Stock | 08/02/2011 | P | 5,238 | A | $9 | 33,694 | I | By Trust (Trustees)(4) | ||
Common Stock | 08/02/2011 | C | 2,868(1) | A | $0(1) | 36,562 | I | By Trust (Trustees)(4) |
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 | ||||||||
Convertible Promissory Note | $9 | 08/02/2011 | C | 1,364,573.26(5) | (6) | (6) | Common Stock | 151,616.3703 | (6) | 0.0000 | I | By Ltd Partnership (SHV)(2) | |||
Series A Preferred Stock | (1) | 08/02/2011 | C | 599,569 | (7) | (7) | Common Stock | 599,569 | (7) | 0.0000 | I | By Ltd Partnership (SHV)(2) | |||
Series B Preferred Stock | (1) | 08/02/2011 | C | 74,877 | (7) | (7) | Common Stock | 74,877 | (7) | 0.0000 | I | By Ltd Partnership (SHV)(2) | |||
Warrant to Purchase Common Stock | $12.35 | 08/02/2011 | C(8) | 6,310 | (9) | 07/02/2016(9) | Common Stock | 6,310 | (9) | 6,310 | I | By Ltd Partnership (SHV)(2) | |||
Warrant to Purchase Common Stock | $12.35 | 08/02/2011 | C(8) | 7,856 | (9) | 09/25/2016(9) | Common Stock | 7,856 | (9) | 7,856 | I | By Ltd Partnership (SHV)(2) | |||
Warrant to Purchase Common Stock | $12.35 | 08/02/2011 | C(8) | 12,542 | (9) | 10/31/2015(9) | Common Stock | 12,542 | (9) | 12,542 | I | By Ltd Partnership (SHV)(2) | |||
Warrant to Purchase Ser A Preferred Stock | $5.201 | 08/02/2011 | C(8) | 14,981 | (9) | 07/02/2016(9) | Series A Preferred Stock | 14,981 | (9) | 0.0000 | I | By Ltd Partnership (SHV)(2) | |||
Warrant to Purchase Ser A Preferred Stock | $5.201 | 08/02/2011 | C(8) | 18,651 | (9) | 09/25/2016(9) | Series A Preferred Stock | 18,651 | (9) | 0.0000 | I | By Ltd Partnership (SHV)(2) | |||
Warrant to Purchase Ser A Preferred Stock | $5.201 | 08/02/2011 | C(8) | 29,775 | (9) | 10/31/2015(9) | Series A Preferred Stock | 29,775 | (9) | 0.0000 | I | By Ltd Partnership (SHV)(2) | |||
Convertible Promissory Note | $9 | 08/02/2011 | C | 51,716.47(5) | (6) | (6) | Common Stock | 5,746.1652 | (6) | 0.0000 | I | By Trust (Trustees)(4) | |||
Series A Preferred Stock | (1) | 08/02/2011 | C | 22,711 | (7) | (7) | Common Stock | 22,711 | (7) | 0.0000 | I | By Trust (Trustees)(4) | |||
Series B Preferred Stock | (1) | 08/02/2011 | C | 2,868 | (7) | (7) | Common Stock | 2,868 | (7) | 0.0000 | I | By Trust (Trustees)(4) | |||
Warrant to Purchase Common Stock | $12.35 | 08/02/2011 | C(8) | 239 | (9) | 07/02/2016(9) | Common Stock | 239 | (9) | 239 | I | By Trust (Trustees)(4) | |||
Warrant to Purchase Common Stock | $12.35 | 08/02/2011 | C(8) | 301 | (9) | 09/25/2016(9) | Common Stock | 301 | (9) | 301 | I | By Trust (Trustees)(4) | |||
Warrant to Purchase Common Stock | $12.35 | 08/02/2011 | C(8) | 485 | (9) | 10/31/2015(9) | Common Stock | 485 | (9) | 485 | I | By Trust (Trustees)(4) | |||
Warrant to Purchase Ser A Preferred Stock | $5.201 | 08/02/2011 | C(8) | 568 | (9) | 07/02/2016(9) | Series A Preferred Stock | 568 | (9) | 0.0000 | I | By Trust (Trustees)(4) | |||
Warrant to Purchase Ser A Preferred Stock | $5.201 | 08/02/2011 | C(8) | 716 | (9) | 09/25/2016(9) | Series A Preferred Stock | 716 | (9) | 0.0000 | I | By Trust (Trustees)(4) | |||
Warrant to Purchase Ser A Preferred Stock | $5.201 | 08/02/2011 | C(8) | 1,151 | (9) | 10/31/2015(9) | Series A Preferred Stock | 1,151 | (9) | 0.0000 | I | By Trust (Trustees)(4) |
Explanation of Responses: |
1. Automatic conversion, in connection with the Issuer's initial public offering, of preferred stock into shares of common stock. Every 2.374 shares of preferred stock converted into one share of common stock upon the closing of the Issuer's initial public offering. |
2. Shares held by Sutter Hill Ventures, A California Limited Partnership. The reporting person is a Managing Director of the General Partner of Sutter Hill Ventures, A California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. |
3. Represents shares acquired upon conversion, in connection with the Issuer's initial public offering, of convertible promissory notes. |
4. Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. |
5. Amount shown represents dollars. |
6. Principal and accrued interest converted upon the Issuer's initial public offering of common stock, into shares of common stock. |
7. These securities are preferred stock of the Issuer and did not have an expiration date. Prior to the Issuer's initial public offering of common stock, the securities were convertible at any time at the election of the holder. The securities automatically converted into shares of common stock upon the closing of the Issuer's initial public offering of common stock. |
8. Automatic conversion, in connection with the Issuer's initial public offering, of warrants to purchase Series A Preferred Stock into warrants to purchase Common Stock. The warrants converted at a rate of 2.374 shares of Series A Preferred Stock to 1 share of Common Stock. |
9. The warrants are immediately exercisable and shall terminate on the earlier of the expiration date referenced herein or the occurence of other specified corporate transactions. |
Robert Yin, by power of attorney | 08/04/2011 | |
** 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. |