Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Rowland Charles A Jr
  2. Issuer Name and Ticker or Trading Symbol
VIROPHARMA INC [VPHM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Chief Financial Officer
(Last)
(First)
(Middle)
730 STOCKTON DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
01/24/2014
(Street)

EXTON, PA 19341
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 01/24/2014   U   87,026 D $ 50 0 D  
Common Stock 01/24/2014   A   48,878 A (1) 48,878 D  
Common Stock 01/24/2014   D   48,878 D (1) 0 D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 13.5 01/24/2014   D     52,593 01/08/2010(2) 01/08/2019 Common Stock 52,593 (3) 0 D  
Employee Stock Option (Right to Buy) $ 8.86 01/24/2014   D     13,714 01/07/2011(2) 01/07/2020 Common Stock 13,714 (3) 0 D  
Employee Stock Option (Right to Buy) $ 11.31 01/24/2014   D     50,000 06/07/2011(2) 06/07/2020 Common Stock 50,000 (3) 0 D  
Employee Stock Option (Right to Buy) $ 17.84 01/24/2014   D     40,261 01/05/2012(2) 01/05/2021 Common Stock 40,261 (3) 0 D  
Employee Stock Option (Right to Buy) $ 17.98 01/24/2014   D     40,261 06/06/2012(2) 06/06/2021 Common Stock 40,261 (3) 0 D  
Employee Stock Option (Right to Buy) $ 28.16 01/24/2014   D     27,265 01/05/2013(2) 01/05/2022 Common Stock 27,265 (3) 0 D  
Employee Stock Option (Right to Buy) $ 20.07 01/24/2014   D     35,723 06/04/2013(2) 06/04/2022 Common Stock 35,723 (3) 0 D  
Employee Stock Option (Right to Buy) $ 23.37 01/24/2014   D     34,570 01/03/2014(2) 01/03/2023 Common Stock 34,570 (3) 0 D  
Employee Stock Option (Right to Buy) $ 27.79 01/24/2014   D     32,516 06/10/2014(2) 06/10/2023 Common Stock 32,516 (3) 0 D  
Employee Stock Option (Right to Buy) $ 11.96 01/24/2014   D     15,756 10/20/2009(2) 10/20/2018 Common Stock 15,756 (3) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Rowland Charles A Jr
730 STOCKTON DRIVE
EXTON, PA 19341
      VP, Chief Financial Officer  

Signatures

 /s/ J. Peter Wolf, attorney-in-fact   01/28/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Performance-based awards entitling the reporting person to shares of VPHM common stock upon the satisfaction of certain criteria were deemed satisfied in connection with the merger of ViroPharma Incorporated with and into Shire Pharmaceutical Holdings Ireland Limited, effective as of January 24, 2014 and canceled in exchange for an amount equal to $50 per share.
(2) The options vest in four equal annual installments beginning on the anniversary date from time of grant
(3) This derivative security, regardless of whether otherwise previously vested, was canceled in connection with the merger of ViroPharma Incorporated with and into Shire Pharmaceutical Holdings Ireland Limited, effective as of January 24, 2014 in exchange for a cash payment representing the difference between the per-share exercise price of the stock option and $50.

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