0001209191-23-052374.txt : 20231006
0001209191-23-052374.hdr.sgml : 20231006
20231006182124
ACCESSION NUMBER: 0001209191-23-052374
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: Witz Pascale
CENTRAL INDEX KEY: 0001703723
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35238
FILM NUMBER: 231315159
MAIL ADDRESS:
STREET 1: C/O REGULUS THERAPEUTICS INC.
STREET 2: 10614 SCIENCE CENTER DRIVE
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
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
0001703723
Witz Pascale
C/O HORIZON THERAPEUTICS PLC,
70 ST. STEPHEN?S GREEN
DUBLIN
L2
D02 E2X4
IRELAND
1
0
0
0
0
Ordinary Shares
2023-10-06
4
D
0
25672
116.50
D
0
D
Ordinary Shares
2023-10-06
4
D
0
20279
116.50
D
0
I
By Trust
Stock Option (Right to Buy)
12.19
2023-10-06
4
D
0
52232
D
2027-08-01
Ordinary Shares
52232
0
D
Stock Option (Right to Buy)
13.87
2023-10-06
4
D
0
32161
D
2028-05-02
Ordinary Shares
32161
0
D
Restricted Stock Units
2023-10-06
4
D
0
4016
D
2024-07-27
Ordinary Shares
4016
0
D
9,349 Ordinary Shares (as defined in footnote 2 of this Form 4) previously reported as held indirectly by Trust are held directly.
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").
The Option (as defined in footnote 4 to this Form 4) is fully vested.
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.
Each RSU (as defined in footnote 7 to this Form 4) represents a contingent right to receive one Ordinary Share of the Issuer.
The Ordinary Shares subject to the RSUs vest on July 27, 2024.
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.
/s/ Patrick McIlvenny, Attorney-in-Fact
2023-10-06