SEC Form 4 · accession 0001209191-15-040711
Horizon Pharma plc · HZNP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Kody
Officer — EVP, Chief Commercial Officer
Period of report
May 6, 2015
Accepted (ET)
May 8, 2015 · 6:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001492426
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share Units (PSU)F2,F1 | — | May 6, 2015 | A | 699,000 | A | — | — | Ordinary Shares | 699,000 | 699,000 | D |
Explanation of responses
- F1Each PSU represents a contingent right to receive ordinary shares of the Issuer, based on the Issuer's level of total shareholder return, as measured from March 23, 2015 through December 22, 2017, March 22, 2018 and June 22, 2018 or based on the level of total shareholder return through any earlier change in control. For such purposes, total shareholder return means the percentage change in the price of the Issuer's ordinary shares on a compounded annual basis, plus the value of reinvested dividends. The number of shares issued may range from zero (0) shares to the maximum number of shares reported in columns 7 and 9 of this report.
- F2The PSU's were approved by the Issuer's Compensation Committee on March 23, 2015, subject to shareholder approval of certain amendments to the Issuer's 2014 Equity Incentive Plan (the "Plan") under which the PSU's were granted. The Issuer's shareholders approved the amendments to the Plan on May 6, 2015.