Pascale Witz - 06 Oct 2023 Form 4 Insider Report for Horizon Therapeutics Public Ltd Co

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
06 Oct 2023, 18:21:24 UTC
Prior SEC filing
14 Aug 2023
Next SEC filing
02 May 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Patrick McIlvenny, Attorney-in-Fact

Key filing fact

Pascale Witz filed Form 4 for Horizon Therapeutics Public Ltd Co on 06 Oct 2023.

Key facts

  • This page summarizes Pascale Witz's Form 4 filing for Horizon Therapeutics Public Ltd Co.
  • 5 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 06 Oct 2023, 18:21.

Change

  • Previous filing in this sequence was filed on 14 Aug 2023.
  • Current net transaction value: -$5,353,292.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

HZNP transaction

Ordinary Shares

Disposed to Issuer

Transaction value
$2,990,788
Shares
-25,672
Change %
-100%
Price
$116.50
Shares after
0
Date
06 Oct 2023
Ownership
Direct
Footnotes
F1, F2
HZNP transaction

Ordinary Shares

Disposed to Issuer

Transaction value
$2,362,504
Shares
-20,279
Change %
-100%
Price
$116.50
Shares after
0
Date
06 Oct 2023
Ownership
By Trust
Footnotes
F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

HZNP transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-52,232
Change %
-100%
Price
Shares after
0
Date
06 Oct 2023
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
52,232
Exercise price
$12.19
Footnotes
F3, F4
HZNP transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-32,161
Change %
-100%
Price
Shares after
0
Date
06 Oct 2023
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
32,161
Exercise price
$13.87
Footnotes
F3, F4
HZNP transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares
-4,016
Change %
-100%
Price
Shares after
0
Date
06 Oct 2023
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
4,016
Exercise price
Footnotes
F5, F6, F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Pascale Witz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote F1

9,349 Ordinary Shares (as defined in footnote 2 of this Form 4) previously reported as held indirectly by Trust are held directly.

Footnote 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").

Footnote F3

The Option (as defined in footnote 4 to this Form 4) is fully vested.

Footnote F4

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.

Footnote F5

Each RSU (as defined in footnote 7 to this Form 4) represents a contingent right to receive one Ordinary Share of the Issuer.

Footnote F6

The Ordinary Shares subject to the RSUs vest on July 27, 2024.

Footnote F7

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.

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