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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 28.53 | 05/06/2015(1) | A | 1,650,000 | (2) | 03/22/2025 | Ordinary Shares | 1,650,000 | $ 0 | 1,650,000 | D | ||||
| Performance Share Units (PSU) | (3) | 05/06/2015(3) | A | 45,000 | (3) | (3) | Ordinary Shares | 45,000 | $ 0 | 675,000 | D | ||||
| Performance Share Units (PSU) | (3) | 05/06/2015(4) | A | 2,025,000 | (3) | (3) | Ordinary Shares | 2,025,000 | $ 0 | 2,025,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Walbert Timothy P C/O HORIZON PHARMA PLC CONNAUGHT HOUSE, 1ST FL, 1 BURLINGTON RD DUBLIN, L2 4 |
X | Chairman, President and CEO | ||
| /s/ Paul W. Hoelscher, Attorney-in-Fact | 05/08/2015 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The Options were approved by the Issuer's Compensation Committee on March 23, 2015, subject to shareholder approval of certain amendments to the Issuer's 2014 Equity Incentive Plan (the "Plan") under which the Options were granted. The Issuer's shareholders approved the amendments to the Plan on May 6, 2015. |
| (2) | 25% of the shares subject to the option vest and become exercisable on the first anniversary of the date of grant, and the remaining shares vest in 36 equal monthly installments thereafter. |
| (3) | Each PSU represents a contingent right to receive ordinary shares of the Issuer, based on the Issuer's level of total shareholder return, as measured from March 23, 2015 through December 22, 2017, March 22, 2018 and June 22, 2018 or based on the level of total shareholder return through any earlier change in control. For such purposes, total shareholder return means the percentage change in the price of the Issuer's ordinary shares on a compounded annual basis, plus the value of reinvested dividends. The number of shares issued may range from zero (0) shares to the maximum number of shares reported in columns 7 and 9 of this report. |
| (4) | The PSU's were approved by the Issuer's Compensation Committee on March 23, 2015, subject to shareholder approval of certain amendments to the Issuer's 2014 Equity Incentive Plan (the "Plan") under which the PSU's were granted. The Issuer's shareholders approved the amendments to the Plan on May 6, 2015. |