SEC Form 4 · accession 0001209191-15-026882
Horizon Pharma plc · HZNP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeff Himawan
Director
Period of report
Mar 12, 2015
Accepted (ET)
Mar 17, 2015 · 2:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001492426
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 12, 2015 | X | 690,369 | $4.308 | A | 690,369 | I | See Foot note |
| Common StockF3,F2 | Mar 12, 2015 | D | 135,805 | $4.038 | D | 554,564 | I | See Foot note |
| Common StockF4,F2 | Mar 12, 2015 | S | 197,277 | $22.59 | D | 357,287 | I | See Foot note |
| Common StockF5,F2 | Mar 13, 2015 | S | 357,287 | $22.35 | D | 0 | I | See Foot note |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF2 | $4.308 | Mar 12, 2015 | X | 690,369 | D | Mar 2, 2012 | Mar 2, 2017 | Common Stock | 690,369 | 690,369 | I |
Explanation of responses
- F1Represents shares underlying warrants. Essex Woodlands Health Ventures Fund, VII, L.P. (the "Fund") exercised warrants for 690,369 shares. Shares received by the Fund are net of shares withheld, as described in footnote (3), due to net exercise of warrants.
- F2The securities are held directly by the Fund. The Reporting Person is a manager of Essex Woodlands Health Ventures VII, L.L.C., which is the general partner of Essex Woodlands Health Ventures VII, L.P., the general partner of the Fund. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
- F3Represents 135,805 shares withheld in connection with the net exercise of warrants. Such shares are held by the issuer in satisfaction of the warrant's exercise price and did not involve any sale of shares by the Fund.
- F4Price Range of $22.41 to $22.90.
- F5Price Range of $22.20 to $22.62.