X0205 3 2012-04-30 0 0001356576 SUPERNUS PHARMACEUTICALS INC SUPN 0001291892 Abingworth Management LTD PRINCES HOUSE 38 JERMYN STREET LONDON X0 SW1Y 6DN UNITED KINGDOM 0 0 1 0 Series A Convertible Preferred Stock 2006-02-14 Common Stock, par value $0.001 per share 2500000 I See Note The shares of Series A Convertible Preferred Stock, par value $0.001 per share ("Preferred Stock"), of Supernus Pharmaceuticals, Inc. (the "Issuer"), will convert automatically into the number of shares of common stock, par value $0.001 per share, of the Issuer set forth in Table II above, without the payment to the Issuer of any consideration, upon the closing of the Issuer's initial public offering. The shares of Preferred Stock do not have an expiration date. Abingworth Management LTD (the "Reporting Person") is the investment manager to a number of investment funds that include Abingworth Bioventures IV LP ("ABV IV") and Abingworth Bioventures IV Executives LP ("ABV IV Execs") (together, the "Abingworth Funds"). ABV IV holds 9,915,000 shares of Preferred Stock and ABV IV Execs holds 85,000 shares of Preferred Stock. The Reporting Person holds the reported securities indirectly through the Abingworth Funds. The Reporting Person's interest in the securities reported herein is limited to the extent of its pecuniary interest, if any, in the Abingworth Funds. This report shall not be deemed an admission that the Reporting Person, either Abingworth Fund or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. /s/ John Heard 2012-04-30