Watkins Thomas returned $20,550,600 worth of Ordinary Shares to the company (176,400 units at $116.50), closing all direct ownership in the company (SEC Form 4)
$HZNP
Biotechnology: Pharmaceutical Preparations
Health Care
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Horizon Therapeutics Public Ltd Co [ HZNP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/06/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| Ordinary Shares | 10/06/2023 | D | 110,447 | D | $116.5(1) | 0 | D | |||
| Ordinary Shares | 10/06/2023 | D | 55,953 | D | $116.5(1) | 0 | I | By Trust | ||
| Ordinary Shares | 10/06/2023 | D | 10,000 | D | $116.5(1) | 0 | I | By Family Limited Partnership | ||
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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 | ||||||||
| Stock Option (Right to Buy) | $28.53 | 10/06/2023 | D | 8,548 | (2) | 05/05/2025 | Ordinary Shares | 8,548 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $15.23 | 10/06/2023 | D | 23,092 | (2) | 05/02/2026 | Ordinary Shares | 23,092 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $15.12 | 10/06/2023 | D | 31,153 | (2) | 05/02/2027 | Ordinary Shares | 31,153 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $13.87 | 10/06/2023 | D | 10,838 | (2) | 05/02/2028 | Ordinary Shares | 10,838 | (3) | 0 | D | ||||
| Restricted Stock Units | (4) | 10/06/2023 | D | 4,016 | (5) | 07/27/2024 | Ordinary Shares | 4,016 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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"). |
| 2. The Option (as defined in footnote 3 to this Form 4) is fully vested. |
| 3. 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. |
| 4. Each RSU (as defined in footnote 6 to the Form 4) represents a contingent right to receive one Ordinary Share of the Issuer. |
| 5. The Ordinary Shares subject to the RSUs vest on July 27, 2024. |
| 6. 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. |
| Remarks: |
| /s/ Patrick McIlvenny, Attorney-in-Fact | 10/06/2023 | |
| ** 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. | ||