0001209191-15-064627.txt : 20150807 0001209191-15-064627.hdr.sgml : 20150807 20150807161331 ACCESSION NUMBER: 0001209191-15-064627 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150805 FILED AS OF DATE: 20150807 DATE AS OF CHANGE: 20150807 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Horizon Pharma plc CENTRAL INDEX KEY: 0001492426 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 272179987 STATE OF INCORPORATION: DE 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, INC. DATE OF NAME CHANGE: 20100520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAMPTON GEORGE P CENTRAL INDEX KEY: 0001650147 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35238 FILM NUMBER: 151037623 MAIL ADDRESS: STREET 1: C/O HORIZON PHARMA PLC STREET 2: 520 LAKE COOK ROAD, STE 520 CITY: DEERFIELD STATE: IL ZIP: 60015 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-08-05 0 0001492426 Horizon Pharma plc HZNP 0001650147 HAMPTON GEORGE P C/O HORIZON PHARMA PLC CONNAUGHT HOUSE, 1ST FL, 1 BURLINGTON RD DUBLIN L2 D04 C5Y6 IRELAND 0 1 0 0 See remarks Stock Option (Right to Buy) 26.01 2025-03-31 Ordinary Shares 17000 D Stock Option (Right to Buy) 29.22 2025-04-30 Ordinary Shares 20000 D Restricted Stock Units Ordinary Shares 8000 D Restricted Stock Units Ordinary Shares 20000 D Performance Share Units (PSU) Ordinary Shares 132000 D 25% of the shares subject to the option vest and become exercisable on the first anniversary of the vesting commencement date of April 1, 2015, and the remaining shares vest in 36 equal monthly installments thereafter. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer. The restricted stock units vest 25% annually on each anniversary of the vesting commencement date of April 1, 2015. 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 on 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 column 3 of this report. The Reporting Person is EVP, Global Orphan Business Unit and International Operations of the Issuer. /s/ Meghanne Downes, Attorney-in-Fact 2015-08-07 EX-24.3_599316 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Paul W. Hoelscher, Brian Beeler, Miles McHugh and Meghanne Downes of Horizon Pharma plc (the "Company"), signing individually, the undersigned's true and lawful attorney-in fact and agent to: (1) execute for and on behalf of the undersigned, an officer, director or holder of 10% of more of a registered class of securities of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) until such attorney-in-fact shall no longer be employed by the Company. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of August, 2015. /s/ George P. Hampton