Farrow Jeffrey S Form 4 HYPERION THERAPEUTICS / Jeffrey S Farrow ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Farrow Jeffrey S

(Last) (First) (Middle)

C/O HYPERION THERAPEUTICS, INC.

2000 SIERRA POINT PARKWAY, SUITE 400

(Street)

BRISBANE CA 94005

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HYPERION THERAPEUTICS INC [ HPTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/07/2015		U		878(1)	D	$46	0	D
Common Stock	05/07/2015		D		22,687(2)	D	$46	0	D
Common Stock	05/07/2015		D		120,777(3)	D	$46	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$7.31	05/07/2015		D			23,346	(4)	04/15/2022	Common Stock	23,346	$46	0	D
Stock Option (Right to Buy)	$10.95	05/07/2015		D			14,371	(4)	10/15/2022	Common Stock	14,371	$46	0	D
Stock Option (Right to Buy)	$24.46	05/07/2015		D			39,500	(4)	04/14/2023	Common Stock	39,500	$46	0	D
Stock Option (Right to Buy)	$26.74	05/07/2015		D			38,000	(4)	03/10/2024	Common Stock	38,000	$46	0	D
Stock Option (Right to Buy)	$25.97	05/07/2015		D			32,500	(4)	02/08/2025	Common Stock	32,500	$46	0	D

Explanation of Responses:

1. Shares that were tendered pursuant to the offer from Horizon Pharma plc ("Horizon") to acquire shares of the issuer.

2. Restricted stock units covering shares of issuer common stock that will be cashed-out and cancelled in connection with the merger of the issuer and Horizon (the "Merger").

3. Shares that are being acquired by Horizon in the Merger.

4. Options to acquire shares of issuer common stock that will be cashed-out and cancelled in connection with the Merger.

Remarks:

	/s/ Sally Brammell, Attorney-in-Fact	05/07/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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