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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 | ||||||||
| Stock Option (Right to Buy) | $ 10.43 | 09/19/2014 | A(1) | 46,335 | (2) | 10/05/2018 | Ordinary Shares | 46,335 | (3) | 46,335 | D | ||||
| Stock Option (Right to Buy) | $ 5.2 | 09/19/2014 | A(1) | 47,654 | (2) | 02/02/2020 | Ordinary Shares | 47,654 | (3) | 47,654 | D | ||||
| Stock Option (Right to Buy) | $ 12.94 | 09/19/2014 | A(1) | 42,295 | (2) | 06/05/2020 | Ordinary Shares | 42,295 | (3) | 42,295 | D | ||||
| Stock Option (Right to Buy) | $ 4.96 | 09/19/2014 | A(1) | 53,621 | (4) | 12/07/2021 | Ordinary Shares | 53,621 | (3) | 53,621 | D | ||||
| Restricted Stock Units | (5) | 09/19/2014 | A(1) | 16,416 | (6) | (5) | Ordinary Shares | 16,416 | (5) | 16,416 | D | ||||
| Stock Option (Right to Buy) | $ 2.4 | 09/19/2014 | A(1) | 51,000 | (4) | 01/01/2023 | Ordinary Shares | 51,000 | (3) | 51,000 | D | ||||
| Restricted Stock Units | (5) | 09/19/2014 | A(1) | 33,750 | (6) | (5) | Ordinary Shares | 33,750 | (5) | 33,750 | D | ||||
| Stock Option (Right to Buy) | $ 7.61 | 09/19/2014 | A(1) | 70,000 | (7) | 01/01/2024 | Ordinary Shares | 70,000 | (3) | 70,000 | D | ||||
| Restricted Stock Units | (5) | 09/19/2014 | A(1) | 62,000 | (6) | (5) | Ordinary Shares | 62,000 | (5) | 62,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DE VAERE ROBERT J C/O HORIZON PHARMA PLC ADELAIDE CHAMBERS, PETER STREET DUBLIN, L2 8 |
EVP & CFO | |||
| /s/ Paul W. Hoelscher, Attorney-in-Fact | 09/22/2014 | |
| **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) | Acquisition in connection with the merger (the "Merger") contemplated by the Transaction Agreement and Plan of Merger among Horizon Pharma, Inc., Vidara Therapeutics Holdings LLC, the Issuer (formerly known as Vidara Therapeutics International Ltd.), Hamilton Holdings (USA), Inc. and Hamilton Merger Sub, Inc. Pursuant to the Merger, the outstanding securities of Horizon Pharma, Inc. are being canceled and automatically converted into securities of the Issuer. The Reporting Person's disposition of securities of Horizon Pharma, Inc. in the Merger will be reported on a separate Form 4. |
| (2) | The stock option is fully vested and exercisable. 25% of the shares subject to the option vested on the first anniversary of the grant date, and the remaining shares vested in 36 equal monthly installments thereafter. |
| (3) | In connection with the Merger, the stock option originally granted by Horizon Pharma, Inc. has been converted into an option to purchase the same number of ordinary shares of the Issuer at the same exercise price and on substantially the same terms. |
| (4) | The stock option vests in 48 equal monthly installments following the grant date of 1/2/2013. The option will become fully vested and immediately exercisable on the Separation Date as defined in that certain Executive Employment and Transition Agreement dated June 17, 2014. |
| (5) | Each restricted stock unit represented a contingent right to receive one share of Horizon Pharma, Inc. common stock. Each restricted stock unit has been converted into a contingent right to receive one ordinary share of the Issuer. |
| (6) | The restricted stock units vest in four equal annual installments. The units will become fully vested on the Separation Date as defined in that certain Executive Employment and Transition Agreement dated June 17, 2014. |
| (7) | The stock option vests in 48 equal monthly installments following the grant date of 1/2/2014. The option will become fully vested and immediately exercisable on the Separation Date as defined in that certain Executive Employment and Transition Agreement dated June 17, 2014. |