0001209191-23-052366.txt : 20231006 0001209191-23-052366.hdr.sgml : 20231006 20231006180843 ACCESSION NUMBER: 0001209191-23-052366 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231006 FILED AS OF DATE: 20231006 DATE AS OF CHANGE: 20231006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McIlvenny Patrick CENTRAL INDEX KEY: 0001952703 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35238 FILM NUMBER: 231315142 MAIL ADDRESS: STREET 1: C/O HORIZON THERAPEUTICS PLC STREET 2: 70 ST. STEPHEN'S GREEN CITY: DUBLIN STATE: L2 ZIP: D02 E2X4 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Horizon Therapeutics Public Ltd Co CENTRAL INDEX KEY: 0001492426 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: CONNAUGHT HOUSE, 1ST FLOOR STREET 2: 1 BURLINGTON ROAD CITY: DUBLIN STATE: L2 ZIP: 4 BUSINESS PHONE: 011-353-1-772-2100 MAIL ADDRESS: STREET 1: CONNAUGHT HOUSE, 1ST FLOOR STREET 2: 1 BURLINGTON ROAD CITY: DUBLIN STATE: L2 ZIP: 4 FORMER COMPANY: FORMER CONFORMED NAME: Horizon Pharma plc DATE OF NAME CHANGE: 20140919 FORMER COMPANY: FORMER CONFORMED NAME: HORIZON PHARMA, INC. DATE OF NAME CHANGE: 20100520 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-10-06 1 0001492426 Horizon Therapeutics Public Ltd Co HZNP 0001952703 McIlvenny Patrick C/O HORIZON THERAPEUTICS PLC 70 ST. STEPHEN'S GREEN DUBLIN L2 IRELAND 0 1 0 0 Chief Accounting Officer 0 Ordinary Shares 2023-10-06 4 D 0 6874 116.50 D 0 D Restricted Stock Units 2023-10-06 4 D 0 2198 D Ordinary Shares 2198 0 D Restricted Stock Units 2023-10-06 4 D 0 3809 D Ordinary Shares 3809 0 D Restricted Stock Units 2023-10-06 4 D 0 11498 D Ordinary Shares 11498 0 D Includes an aggregate of 558 Ordinary Shares (as defined in footnote 2 of this Form 4) acquired by the reporting person on December 1, 2022, June 1, 2023 and October 2, 2023 pursuant to an employee stock purchase program. Reflects the disposition of ordinary shares of Horizon Therapeutics plc ("Issuer"), nominal value $0.0001 per share ("Ordinary Shares"), in connection with the consummation of the transactions contemplated by the Transaction Agreement (the "Transaction Agreement"), dated as of December 11, 2022, by and among Issuer, Amgen Inc. ("Parent"), and Pillartree Limited, a wholly owned subsidiary of Parent ("Acquirer Sub"), including the consummation of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland (the "Scheme") pursuant to which Acquirer Sub acquired Issuer. Pursuant to the Transaction Agreement, on October 6, 2023, the effective time of the Scheme (the "Effective Time"), each outstanding Ordinary Share was converted into $116.50 in cash (the "Consideration"). Each RSU (as defined in footnote 5 to this Form 4) represents a contingent right to receive one Ordinary Share of the Issuer. The Ordinary Shares subject to the RSUs (as defined in footnote 5 to this Form 4) vest on January 5, 2024. Reflects the disposition of Issuer's restricted stock unit awards, excluding Issuer's restricted stock unit awards with performance-based vesting or delivery requirement, (each, a "RSU") as contemplated by the Transaction Agreement. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding RSU (whether or not vested) was assumed and converted into a restricted stock unit (each, a "Parent RSU") denominated in shares of Parent's common stock. The number of shares of Parent's common stock subject to each such Parent RSU was equal to the product (rounded down to the nearest whole number) of (y) the number of shares of Ordinary Shares subject to the RSU immediately prior to the Effective Time multiplied by (z) the ratio equal to (1) the Consideration divided by (2) the volume weighted average of the per share closing price of Parent's common stock on the Nasdaq for five (5) trading days ending on the second business day prior to the completion of the Scheme. The Ordinary Shares subject to the RSUs vest 1/3rd annually on each anniversary of January 5, 2022. The Ordinary Shares subject to the RSUs vest 1/3rd annually on each anniversary of January 5, 2023. /s/ Patrick McIlvenny 2023-10-06