SEC Form 4 · accession 0001209191-15-040723
Horizon Pharma plc · HZNP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John B Thomas
Officer — EVP, Corporate Strategy and IR
Period of report
May 6, 2015
Accepted (ET)
May 8, 2015 · 6:16 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F1 | $28.53 | May 6, 2015 | A | 83,000 | A | — | May 5, 2025 | Ordinary Shares | 83,000 | 83,000 | D |
| Restricted Stock UnitsF2 | — | May 6, 2015 | A | 37,500 | A | — | — | Ordinary Shares | 37,500 | 37,500 | D |
| Performance Share Units (PSU)F3 | — | May 6, 2015 | A | 150,000 | A | — | — | Ordinary Shares | 150,000 | 150,000 | D |
| Performance Share Units (PSU)F3 | — | May 6, 2015 | A | 450,000 | A | — | — | Ordinary Shares | 450,000 | 450,000 | D |
Explanation of responses
- F125% of the shares subject to the option vest and become exercisable on the first anniversary of the date of grant, and the remaining shares vest in 36 equal monthly installments thereafter.
- F2Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer. The restricted stock units vest 25% annually on each anniversary of the date of grant.
- F3Each 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.