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^*

Gano Kyle

(Last)

(First)

(Middle)

12780 EL CAMINO REAL

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEUROCRINE BIOSCIENCES INC [ NBIX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Business Development Off

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2020

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	02/05/2020		S⁽¹⁾		1,013	D	$103.0072⁽²⁾	87,204⁽³⁾	D
Common Stock	02/05/2020		S⁽⁴⁾		703	D	$103.0347⁽⁵⁾	87,838	D
Common Stock	02/05/2020		S⁽⁶⁾		1,974	D	$103.0812⁽⁷⁾	89,614	D
Common Stock	02/06/2020		S⁽⁸⁾		1,000	D	$101.413⁽⁹⁾	90,514	D

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)
Stock Option	$102.9	02/06/2020		A		76,683		⁽¹⁰⁾	02/06/2030	Common Stock	76,683	$0.00	76,683	D
Restricted Stock Unit	⁽¹¹⁾	02/06/2020		A		12,148		⁽¹²⁾	⁽¹²⁾	Common Stock	12,148	$0.00	12,148	D

Explanation of Responses:

1. Sale of 1,013 shares of common stock issued upon vesting of 1,925 restricted stock units on February 5, 2020 to cover payroll and withholding taxes, with the balance of the shares (912) maintained by the Reporting Person; the disposition reported in this Form 4 was effected by a broker pursuant to instructions set forth in a Rule 10b5-1 trading plan adopted by the Reporting Person at least 60 days prior to the transaction date in Box 2 above. Additionally, Issuer policy restricts the Reporting Person from amending or otherwise modifying any 10b5-1 trading plan subsequent to adoption of the plan.

2. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $102.16 to $105.09. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

3. Includes a total of 459 shares acquired under the Neurocrine Biosciences 2018 Employee Stock Purchase Plan, consisting of 312 shares on February 28, 2019 and 147 shares on August 30, 2019.

4. Sale of 703 shares of common stock issued upon vesting of 1,337 restricted stock units on February 5, 2020 to cover payroll and withholding taxes, with the balance of the shares (634) maintained by the Reporting Person; the disposition reported in this Form 4 was effected by a broker pursuant to instructions set forth in a Rule 10b5-1 trading plan adopted by the Reporting Person at least 60 days prior to the transaction date in Box 2 above. Additionally, Issuer policy restricts the Reporting Person from amending or otherwise modifying any 10b5-1 trading plan subsequent to adoption of the plan.

5. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $101.90 to $104.13. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

6. Sale of 1,974 shares of common stock issued upon vesting of 3,750 restricted stock units on February 5, 2020 to cover payroll and withholding taxes, with the balance of the shares (1,776) maintained by the Reporting Person; the disposition reported in this Form 4 was effected by a broker pursuant to instructions set forth in a Rule 10b5-1 trading plan adopted by the Reporting Person at least 60 days prior to the transaction date in Box 2 above. Additionally, Issuer policy restricts the Reporting Person from amending or otherwise modifying any 10b5-1 trading plan subsequent to adoption of the plan.

7. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $101.86 to $105.07. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

8. Sale of 1,000 shares of common stock issued upon vesting of 1,900 restricted stock units on February 6, 2020 to cover payroll and withholding taxes, with the balance of the shares (900) maintained by the Reporting Person; the disposition reported in this Form 4 was effected by a broker pursuant to instructions set forth in a Rule 10b5-1 trading plan adopted by the Reporting Person at least 60 days prior to the transaction date in Box 2 above. Additionally, Issuer policy restricts the Reporting Person from amending or otherwise modifying any 10b5-1 trading plan subsequent to adoption of the plan.

9. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $99.73 to $103.01. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

10. Represents option of which 1/48th of the shares underlying the option becomes vested and exercisable on March 6, 2020 and an additional 1/48th of the shares underlying the option becomes vested and exercisable each month thereafter.

11. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer Common Stock.

12. The Restricted Stock Units will vest annually at 1/4 of the units vesting on each of February 6, 2021, February 6, 2022, February 6, 2023, and February 6, 2024.

Remarks:

	/s/ Darin Lippoldt, Attorney-in-Fact	02/07/2020
	** 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.