SEC Form 4 · accession 0001209191-15-040840
HYPERION THERAPEUTICS INC · HPTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Healy
Director · 10% Owner
Period of report
May 7, 2015
Accepted (ET)
May 8, 2015 · 9:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001386858
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 4, 2015 | G | 4,348 | $0.00 | D | 7,507 | D | |
| Common StockF1 | May 4, 2015 | G | 1,087 | $0.00 | D | 6,420 | D | |
| Common StockF1 | May 4, 2015 | G | 1,087 | $0.00 | D | 5,333 | D | |
| Common StockF1 | May 4, 2015 | G | 327 | $0.00 | D | 5,006 | D | |
| Common StockF2 | May 7, 2015 | U | 5,006 | $46.00 | D | 0 | D | |
| Common StockF3 | May 7, 2015 | D | 2,617 | $46.00 | D | 0 | D | |
| Common StockF2,F4 | May 7, 2015 | U | 1,939,474 | $46.00 | D | 0 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F5 | $7.31 | May 7, 2015 | D | 4,105 | D | — | Apr 15, 2022 | Common Stock | 4,105 | 0 | D |
| Stock Option (Right to Buy)F5 | $24.46 | May 7, 2015 | D | 9,800 | D | — | Apr 14, 2023 | Common Stock | 9,800 | 0 | D |
| Stock Option (Right to Buy)F5 | $26.97 | May 7, 2015 | D | 4,869 | D | — | May 26, 2024 | Common Stock | 4,869 | 0 | D |
Explanation of responses
- F1Shares transferred as a gift.
- F2Shares that were tendered pursuant to the offer from Horizon Pharma plc ("Horizon") to acquire shares of the issuer.
- F3Restricted stock units covering shares of issuer common stock that will be cashed-out and cancelled in connection with the merger of the issuer and Horizon (the "Merger").
- F4The shares are owned directly by Sofinnova Venture Partners VII, L.P. ("SV VII"). Sofinnova Management VII, L.L.C. ("SV VII LLC"), the general partner of SV VII, and James Healy, a director of the Issuer, Michael Powell, and Eric Buatois, the managing members of SV VII LLC, may be deemed to have shared voting and dispositive power over the shares owned by SV VII. Such persons and entities disclaim beneficial ownership over the shares owned by SV VII except to the extent of any pecuniary interest therein.
- F5Options to acquire shares of issuer common stock that will be cashed-out and cancelled in connection with the Merger.