Michael A. DesJardin - Oct 6, 2023 Form 4 Insider Report for Horizon Therapeutics Public Ltd Co (HZNP)

Signature
/s/ Patrick McIlvenny, Attorney-in-Fact
Stock symbol
HZNP
Transactions as of
Oct 6, 2023
Transactions value $
-$14,776,627
Form type
4
Date filed
10/6/2023, 05:54 PM
Previous filing
Mar 6, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HZNP Ordinary Shares Disposed to Issuer -$14.8M -127K -100% $116.50 0 Oct 6, 2023 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HZNP Restricted Stock Units Disposed to Issuer -10.5K -100% 0 Oct 6, 2023 Ordinary Shares 10.5K Direct F3, F4, F5
transaction HZNP Restricted Stock Units Disposed to Issuer -14.3K -100% 0 Oct 6, 2023 Ordinary Shares 14.3K Direct F3, F5, F6
transaction HZNP Restricted Stock Units Disposed to Issuer -20.7K -100% 0 Oct 6, 2023 Ordinary Shares 20.7K Direct F3, F5, F7
transaction HZNP Performance Restricted Stock Units Disposed to Issuer -13.8K -100% 0 Oct 6, 2023 Ordinary Shares 13.8K Direct F3, F8, F9
transaction HZNP Performance Restricted Stock Units Disposed to Issuer -5.24K -100% 0 Oct 6, 2023 Ordinary Shares 5.24K Direct F3, F8, F9
transaction HZNP Performance Restricted Stock Units Disposed to Issuer -31.4K -100% 0 Oct 6, 2023 Ordinary Shares 31.4K Direct F3, F8, F9
transaction HZNP Performance Restricted Stock Units Disposed to Issuer -4.29K -100% 0 Oct 6, 2023 Ordinary Shares 4.29K Direct F3, F9, F10
transaction HZNP Performance Restricted Stock Units Disposed to Issuer -12.9K -100% 0 Oct 6, 2023 Ordinary Shares 12.9K Direct F3, F9, F11
transaction HZNP Performance Restricted Stock Units Disposed to Issuer -21.4K -100% 0 Oct 6, 2023 Ordinary Shares 21.4K Direct F3, F9, F11
transaction HZNP Performance Restricted Stock Units Disposed to Issuer -10.3K -100% 0 Oct 6, 2023 Ordinary Shares 10.3K Direct F3, F9, F12
transaction HZNP Performance Restricted Stock Units Disposed to Issuer -5.17K -100% 0 Oct 6, 2023 Ordinary Shares 5.17K Direct F3, F9, F13
transaction HZNP Performance Restricted Stock Units Disposed to Issuer -5.17K -100% 0 Oct 6, 2023 Ordinary Shares 5.17K Direct F3, F9, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael A. DesJardin is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Includes 280 Ordinary Shares (as defined in footnote 2 of this Form 4) acquired by the reporting person on June 1, 2023 pursuant to an employee stock purchase program.
F2 Reflects the disposition of ordinary shares of Horizon Therapeutics plc ("Issuer"), nominal value $0.0001 per share ("Ordinary Shares"), in connection with the consummation of the transactions contemplated by the Transaction Agreement (the "Transaction Agreement"), dated as of December 11, 2022, by and among Issuer, Amgen Inc. ("Parent"), and Pillartree Limited, a wholly owned subsidiary of Parent ("Acquirer Sub"), including the consummation of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland (the "Scheme") pursuant to which Acquirer Sub acquired Issuer. Pursuant to the Transaction Agreement, on October 6, 2023, the effective time of the Scheme (the "Effective Time"), each outstanding Ordinary Share was converted into $116.50 in cash (the "Consideration").
F3 Each RSU (as defined in footnote 5 to this Form 4) and PSU (as defined in footnote 9 to this Form 4) represents a contingent right to receive one Ordinary Share of the Issuer.
F4 The Ordinary Shares subject to the RSUs (as defined in footnote 5 to this Form 4) vest 1/3rd annually on each anniversary of January 5, 2021.
F5 Reflects the disposition of Issuer's restricted stock unit awards, excluding PSUs (as defined in footnote 9 to this Form 4), (each, a "RSU") as contemplated by the Transaction Agreement. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding RSU (whether or not vested) was assumed and converted into a restricted stock unit (each, a "Parent RSU") denominated in shares of Parent's common stock. The number of shares of Parent's common stock subject to each such Parent RSU was equal to the product (rounded down to the nearest whole number) of (y) the number of shares of Ordinary Shares subject to the RSU immediately prior to the Effective Time multiplied by (z) the ratio equal to (1) the Consideration divided by (2) the volume weighted average of the per share closing price of Parent's common stock on the Nasdaq for five (5) trading days ending on the second business day prior to the completion of the Scheme.
F6 The Ordinary Shares subject to the RSUs vest 1/3rd annually on each anniversary of January 5, 2022.
F7 The Ordinary Shares subject to the RSUs vest 1/3rd annually on each anniversary of January 5, 2023.
F8 The Ordinary Shares subject to the PSUs (as defined in footnote 9 to this Form 4) vest on January 5, 2024.
F9 Reflects the disposition of Issuer's restricted stock unit awards with performance-based vesting or delivery requirements (each, a "PSU") as contemplated by the Transaction Agreement. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding PSU (whether or not vested) was canceled and converted into the right to receive cash, without interest, in an amount equal to (i) the total number of Ordinary Shares issuable in settlement of such PSU (as determined in accordance with the Transaction Agreement) multiplied by (ii) the Consideration.
F10 The Ordinary Shares subject to the PSUs vest 2/3rd on January 5, 2024 and the remaining shares vest on January 5, 2025.
F11 The Ordinary Shares subject to the PSUs vest on January 5, 2025.
F12 The Ordinary Shares subject to the PSUs vest on January 5, 2026.
F13 The Ordinary Shares subject to the PSUs vest 2/3rd on January 5, 2025 and the remaining shares vest on January 5, 2026.