Susan Mahony - 06 Oct 2023 Form 4 Insider Report for Horizon Therapeutics Public Ltd Co

Role: Director
Signature: /s/ Patrick McIlvenny, Attorney-in-Fact
Issuer symbol: N/A
Transactions as of: 06 Oct 2023
Net transactions value: -$2,172,842
Form type: 4
Filing time: 06 Oct 2023, 18:22:58 UTC
Previous filing: 28 Jul 2023
Next filing: 12 Oct 2023
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	$1,088,692	-9,345	-100%	$116.50	0	06 Oct 2023	Direct	F1, F2
transaction	HZNP	Ordinary Shares	Disposed to Issuer	$1,084,149	-9,306	-100%	$116.50	0	06 Oct 2023	By Trust	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		-4,016	-100%		0	06 Oct 2023	Ordinary Shares	4,016		Direct	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Susan Mahony is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	7,311 Ordinary Shares (as defined in footnote 2 of this Form 4) previously reported as held indirectly by Trust are held directly.
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 vest on July 27, 2024.
F5	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.