0001209191-23-052360.txt : 20231006 0001209191-23-052360.hdr.sgml : 20231006 20231006175412 ACCESSION NUMBER: 0001209191-23-052360 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: DesJardin Michael A. CENTRAL INDEX KEY: 0001512985 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35238 FILM NUMBER: 231315095 MAIL ADDRESS: STREET 1: C/O JAZZ PHARMACEUTICALS, INC. STREET 2: 3180 PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 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 0001512985 DesJardin Michael A. C/O HORIZON THERAPEUTICS PLC, 70 ST. STEPHEN?S GREEN DUBLIN L2 D02 E2X4 IRELAND 0 1 0 0 EVP, Technical Operations 0 Ordinary Shares 2023-10-06 4 D 0 126838 116.50 D 0 D Restricted Stock Units 2023-10-06 4 D 0 10479 D Ordinary Shares 10479 0 D Restricted Stock Units 2023-10-06 4 D 0 14283 D Ordinary Shares 14283 0 D Restricted Stock Units 2023-10-06 4 D 0 20697 D Ordinary Shares 20697 0 D Performance Restricted Stock Units 2023-10-06 4 D 0 13753 D Ordinary Shares 13753 0 D Performance Restricted Stock Units 2023-10-06 4 D 0 5236 D Ordinary Shares 5236 0 D Performance Restricted Stock Units 2023-10-06 4 D 0 31436 D Ordinary Shares 31436 0 D Performance Restricted Stock Units 2023-10-06 4 D 0 4285 D Ordinary Shares 4285 0 D Performance Restricted Stock Units 2023-10-06 4 D 0 12854 D Ordinary Shares 12854 0 D Performance Restricted Stock Units 2023-10-06 4 D 0 21426 D Ordinary Shares 21426 0 D Performance Restricted Stock Units 2023-10-06 4 D 0 10349 D Ordinary Shares 10349 0 D Performance Restricted Stock Units 2023-10-06 4 D 0 5174 D Ordinary Shares 5174 0 D Performance Restricted Stock Units 2023-10-06 4 D 0 5174 D Ordinary Shares 5174 0 D Includes 280 Ordinary Shares (as defined in footnote 2 of this Form 4) acquired by the reporting person on June 1, 2023 pursuant to an employee stock purchase program. 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"). Each RSU (as defined in footnote 5 to this Form 4) and PSU (as defined in footnote 9 to this Form 4) represents a contingent right to receive one Ordinary Share of the Issuer. The Ordinary Shares subject to the RSUs (as defined in footnote 5 to this Form 4) vest 1/3rd annually on each anniversary of January 5, 2021. Reflects the disposition of Issuer's restricted stock unit awards, excluding PSUs (as defined in footnote 9 to this Form 4), (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 assumed and converted into a restricted stock unit (each, a "Parent RSU") denominated in shares of Parent's common stock. The number of shares of Parent's common stock subject to each such Parent RSU was equal to the product (rounded down to the nearest whole number) of (y) the number of shares of Ordinary Shares subject to the RSU immediately prior to the Effective Time multiplied by (z) the ratio equal to (1) the Consideration divided by (2) the volume weighted average of the per share closing price of Parent's common stock on the Nasdaq for five (5) trading days ending on the second business day prior to the completion of the Scheme. The Ordinary Shares subject to the RSUs vest 1/3rd annually on each anniversary of January 5, 2022. The Ordinary Shares subject to the RSUs vest 1/3rd annually on each anniversary of January 5, 2023. The Ordinary Shares subject to the PSUs (as defined in footnote 9 to this Form 4) vest on January 5, 2024. Reflects the disposition of Issuer's restricted stock unit awards with performance-based vesting or delivery requirements (each, a "PSU") as contemplated by the Transaction Agreement. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding PSU (whether or not vested) was canceled and converted into the right to receive cash, without interest, in an amount equal to (i) the total number of Ordinary Shares issuable in settlement of such PSU (as determined in accordance with the Transaction Agreement) multiplied by (ii) the Consideration. The Ordinary Shares subject to the PSUs vest 2/3rd on January 5, 2024 and the remaining shares vest on January 5, 2025. The Ordinary Shares subject to the PSUs vest on January 5, 2025. The Ordinary Shares subject to the PSUs vest on January 5, 2026. The Ordinary Shares subject to the PSUs vest 2/3rd on January 5, 2025 and the remaining shares vest on January 5, 2026. /s/ Patrick McIlvenny, Attorney-in-Fact 2023-10-06