| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HZNP | Ordinary Shares | Disposed to Issuer | -$801K | -6.87K | -100% | $116.50 | 0 | Oct 6, 2023 | Direct | F1, F2 |
| 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 | -2.2K | -100% | 0 | Oct 6, 2023 | Ordinary Shares | 2.2K | Direct | F3, F4, F5 | |||
| transaction | HZNP | Restricted Stock Units | Disposed to Issuer | -3.81K | -100% | 0 | Oct 6, 2023 | Ordinary Shares | 3.81K | Direct | F3, F5, F6 | |||
| transaction | HZNP | Restricted Stock Units | Disposed to Issuer | -11.5K | -100% | 0 | Oct 6, 2023 | Ordinary Shares | 11.5K | Direct | F3, F5, F7 |
Patrick McIlvenny is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Includes an aggregate of 558 Ordinary Shares (as defined in footnote 2 of this Form 4) acquired by the reporting person on December 1, 2022, June 1, 2023 and October 2, 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) 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 on January 5, 2024. |
| F5 | Reflects the disposition of Issuer's restricted stock unit awards, excluding Issuer's restricted stock unit awards with performance-based vesting or delivery requirement, (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. |