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

Role
Director
Signature
/s/ Patrick McIlvenny, Attorney-in-Fact
Stock symbol
HZNP
Transactions as of
Oct 6, 2023
Transactions value $
-$11,346,168
Form type
4
Date filed
10/6/2023, 06:19 PM
Previous filing
Sep 28, 2023
Next filing
May 24, 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HZNP Ordinary Shares Disposed to Issuer -$4.59M -39.4K -100% $116.50 0 Oct 6, 2023 Direct F1
transaction HZNP Ordinary Shares Disposed to Issuer -$5.6M -48K -100% $116.50 0 Oct 6, 2023 By Davy Trust F1
transaction HZNP Ordinary Shares Disposed to Issuer -$1.17M -10K -100% $116.50 0 Oct 6, 2023 By Family Trust F1

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 Stock Option (Right to Buy) Disposed to Issuer -8.55K -100% 0 Oct 6, 2023 Ordinary Shares 8.55K $28.53 Direct F2, F3
transaction HZNP Stock Option (Right to Buy) Disposed to Issuer -23.1K -100% 0 Oct 6, 2023 Ordinary Shares 23.1K $15.23 Direct F2, F3
transaction HZNP Stock Option (Right to Buy) Disposed to Issuer -31.2K -100% 0 Oct 6, 2023 Ordinary Shares 31.2K $15.12 Direct F2, F3
transaction HZNP Stock Option (Right to Buy) Disposed to Issuer -32.2K -100% 0 Oct 6, 2023 Ordinary Shares 32.2K $13.87 Direct F2, F3
transaction HZNP Restricted Stock Units Disposed to Issuer -4.02K -100% 0 Oct 6, 2023 Ordinary Shares 4.02K Direct F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 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").
F2 The Option (as defined in footnote 3 to this Form 4) is fully vested.
F3 Reflects the disposition of Issuer's options to purchase Ordinary Shares (each, an "Option") as contemplated by the Transaction Agreement. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding Option (whether or not vested) was canceled and converted into the right to receive cash, without interest, in an amount equal to (a) the total number of Ordinary Shares subject to such Option, multiplied by (b) the excess of (i) the Consideration over (ii) the exercise price payable per Ordinary Share under such Option.
F4 Each RSU (as defined in footnote 6 to this Form 4) represents a contingent right to receive one Ordinary Share of the Issuer.
F5 The Ordinary Shares subject to the RSUs vest on July 27, 2024.
F6 Reflects the disposition of Issuer's restricted stock unit awards (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 canceled and converted into the right to receive a cash amount equal to (i) the total number of Ordinary Shares subject to such RSU multiplied by (ii) the Consideration.