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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee stock options (right to buy) | $ 2.4 | 01/02/2013 | A | 21,750 | (4) | 01/01/2023 | common stock | 21,750 | $ 0 | 21,750 | D | ||||
Restricted stock units | (5) | 01/02/2013 | A | 19,800 | (6) | (6) | common stock | 19,800 | $ 0 | 19,800 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ADATTO MICHAEL C/O HORIZON PHARMA, INC. 520 LAKE COOK ROAD, SUITE 520 DEERFIELD, IL 60015 |
SVP, Managed Care & Comm. Dev. |
/s/ Robert J. De Vaere, Attorney-In-Fact | 01/03/2013 | |
**Signature of Reporting Person | Date |
* | 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) | On January 3, 2012, the reporting person was granted restricted stock units which vest upon the achievement of certain performance criteria. On December 31, 2012, 22,500 of these restricted stock units vested in connection with the achievement of certain of these performance related goals. No unvested restricted stock units with respect to this grant were outstanding after the completion of this transaction. |
(2) | Includes 2,910 shares of the Company's common stock acquired pursuant to an employee stock purchase program. |
(3) | Reflects shares of common stock surrendered via open market sale pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in December 2012, in order to satisfy certain tax withholding obligations. |
(4) | The shares subject to the option vest and become exercisable in forty-eight equal monthly installments from the vesting commencement date of January 2, 2013. |
(5) | Each restricted stock unit represents a contingent right to receive one share of Horizon Pharma, Inc. common stock. |
(6) | The restricted stock units vest in four equal annual installments beginning January 2, 2014. |