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.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Disposed to Issuer
Disposed to Issuer
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
Disposed to Issuer
Disposed to Issuer
Disposed to Issuer
Additional SEC filing notes
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.
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.