SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Johann Peter

(Last)

(First)

(Middle)

C/O HORIZON PHARMA, INC.

1033 SKOKIE BLVD., SUITE 355

(Street)

NORTHRIDGE

60062

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HORIZON PHARMA, INC. [ HZNP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/02/2011		C		401,927⁽¹⁾	A	⁽¹⁾	401,927	I	See FN⁽²⁾⁽³⁾
Common Stock	08/02/2011		C		555,956⁽¹⁾	A	⁽¹⁾	957,883	I	See FN⁽³⁾⁽⁴⁾
Common Stock	08/02/2011		C		44,364⁽¹⁾	A	⁽¹⁾	1,002,247	I	See FN⁽²⁾⁽³⁾
Common Stock	08/02/2011		C		61,366⁽¹⁾	A	⁽¹⁾	1,063,613	I	See FN⁽³⁾⁽⁴⁾
Common Stock	08/02/2011		C		89,652⁽⁵⁾	A	$9	1,153,265	I	See FN⁽²⁾⁽³⁾
Common Stock	08/02/2011		C		124,007⁽⁵⁾	A	$9	1,277,272	I	See FN⁽³⁾⁽⁴⁾
Common Stock	08/02/2011		P		81,671	A	$9	1,358,943	I	See FN⁽²⁾⁽³⁾
Common Stock	08/02/2011		P		112,968	A	$9	1,471,911	I	See FN⁽³⁾⁽⁴⁾
Common Stock								1,523,642	I	See FN⁽²⁾⁽³⁾
Common Stock								1,595,198	I	See FN⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	08/02/2011		C			401,927	⁽⁶⁾	⁽⁶⁾	Common Stock	401,927	$0.00	0	I	See FN⁽²⁾⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁾	08/02/2011		C			555,956	⁽¹⁾	⁽¹⁾	Common Stock	555,956	$0.00	0	I	See FN⁽³⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	08/02/2011		C			44,364	⁽⁶⁾	⁽⁶⁾	Common Stock	44,364	$0.00	0	I	See FN⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	08/02/2011		C			61,366	⁽¹⁾	⁽¹⁾	Common Stock	61,366	$0.00	0	I	See FN⁽³⁾⁽⁴⁾
Convertible Promissory Notes	$9	08/02/2011		C			$806,879.04	⁽⁷⁾	⁽⁷⁾	Common Stock	89,652	$0.00	0	I	See FN⁽²⁾⁽³⁾
Convertible Promissory Notes	$9	08/02/2011		C			$1,116,079.76	⁽⁷⁾	⁽⁷⁾	Common Stock	124,007	$0.00	0	I	See FN⁽³⁾⁽⁴⁾

Explanation of Responses:

1. Automatic conversion, in connection with the Issuer's initial public offering, of preferred stock into shares of common stock. Every 2.374 shares of preferred stock converted into one share of common stock upon the closing of the Issuer's initial public offering.

2. The securities are held of record by NGN Biomed Opportunity I GmbH & Co. Beteiligungs KG ("NGN Biomed").

3. The reporting person is a Managing General Partner of NGN Capital LLC, which is the general partner of the general partner of NGN BioMed and is the managing limited partner of NGN BioMed GMBH. The Reporting Person disclaims beneficial ownership with respect to these securities, except to the extent of his pecuniary interest therein.

4. The securities are held of record by NGN Biomed Opportunity I, L.P. ("NGN Biomed").

5. Represents shares acquired upon conversion, in connection with the Issuer's initial public offering, of convertible promissory notes.

6. These securities are preferred stock of the Issuer and did not have an expiration date. Prior to the Issuer's initial public offering of common stock, the securities were convertible at any time at the election of the holder. The securities automatically converted into shares of common stock upon the closing of the issuer's initial public offering of common stock.

7. Principal and accrued interest converted upon the Issuer's initial public offering of common stock, into shares of common stock.

Remarks:

	/s/ Robert J. De Vaere, Attorney-in-Fact	08/04/2011
	** 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).
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