0001209191-23-052372.txt : 20231006 0001209191-23-052372.hdr.sgml : 20231006 20231006181747 ACCESSION NUMBER: 0001209191-23-052372 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: Daniel William F CENTRAL INDEX KEY: 0001529409 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35238 FILM NUMBER: 231315155 MAIL ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL STREET CITY: DUBLIN 2 STATE: L2 ZIP: 00000 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 0001529409 Daniel William F C/O HORIZON THERAPEUTICS PLC, 70 ST. STEPHEN?S GREEN DUBLIN L2 D02 E2X4 IRELAND 1 0 0 0 0 Ordinary Shares 2023-10-06 4 D 0 31915 116.50 D 0 D Ordinary Shares 2023-10-06 4 D 0 47670 116.50 D 0 I By Trust Stock Option (Right to Buy) 12.70 2023-10-06 4 D 0 13286 D 2024-09-18 Ordinary Shares 13286 0 D Stock Option (Right to Buy) 28.53 2023-10-06 4 D 0 8548 D 2025-05-05 Ordinary Shares 8548 0 D Stock Option (Right to Buy) 15.23 2023-10-06 4 D 0 23092 D 2026-05-02 Ordinary Shares 23092 0 D Stock Option (Right to Buy) 15.12 2023-10-06 4 D 0 31153 D 2027-05-02 Ordinary Shares 31153 0 D Stock Option (Right to Buy) 13.87 2023-10-06 4 D 0 32161 D 2028-05-02 Ordinary Shares 32161 0 D Restricted Stock Units 2023-10-06 4 D 0 4016 D 2024-07-27 Ordinary Shares 4016 0 D 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"). The Option (as defined in footnote 3 to this Form 4) is fully vested. Reflects the disposition of Issuer's options to purchase Ordinary Shares (each, an "Option") as contemplated by the Transaction Agreement. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding Option (whether or not vested) was canceled and converted into the right to receive cash, without interest, in an amount equal to (a) the total number of Ordinary Shares subject to such Option, multiplied by (b) the excess of (i) the Consideration over (ii) the exercise price payable per Ordinary Share under such Option. Each RSU (as defined in footnote 6 to this Form 4) represents a contingent right to receive one Ordinary Share of the Issuer. The Ordinary Shares subject to the RSUs vest on July 27, 2024. Reflects the disposition of Issuer's restricted stock unit awards (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 canceled and converted into the right to receive a cash amount equal to (i) the total number of Ordinary Shares subject to such RSU multiplied by (ii) the Consideration. /s/ Patrick McIlvenny, Attorney-in-Fact 2023-10-06