Horizon Therapeutics Public (HZNP) Form 4 Horizon Therapeutics Public / Sean M. Clayton 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^*

Clayton Sean M.

(Last) (First) (Middle)

C/O HORIZON THERAPEUTICS PLC

70 ST. STEPHEN'S GREEN

(Street)

DUBLIN L2 D02 E2X4

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Horizon Therapeutics Public Ltd Co [ HZNP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2023

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
Ordinary Shares	10/06/2023		D		7,655(1)	D	$116.5(2)	0	D
Ordinary Shares	10/06/2023		D		745	D	$116.5(2)	0	I	See footnote(3)

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
Restricted Stock Units	(4)	10/06/2023		D			28,258	(5)	(5)	Ordinary shares	28,258	(6)	0	D
Restricted Stock Units	(4)	10/06/2023		D			22,997	(7)	(7)	Ordinary shares	22,997	(6)	0	D
Performance Restricted Stock Units	(4)	10/06/2023		D			5,749	(8)	(8)	Ordinary shares	5,749	(9)	0	D
Performance Restricted Stock Units	(4)	10/06/2023		D			5,749	(8)	(8)	Ordinary shares	5,749	(9)	0	D
Performance Restricted Stock Units	(4)	10/06/2023		D			11,499	(10)	(10)	Ordinary shares	11,499	(9)	0	D

Explanation of Responses:

1. Includes 279 Ordinary Shares (as defined in footnote 2 to this Form 4) acquired by the reporting person on June 1, 2023 pursuant to an employee stock purchase program.

2. 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").

3. The Ordinary Shares are held by the Clayton Family Trust, of which the Reporting Person is the co-trustee and beneficiary.

4. Each RSU (as defined in footnote 6 to this Form 4) and PSU (as defined in footnote 9 to this Form 4) represents a contingent right to receive one Ordinary Share of the Issuer.

5. The Ordinary Shares subject to the RSU (as defined in footnote 6 to this Form 4) vest 1/3rd annually on each anniversary of March 1, 2022.

6. Reflects the disposition of Issuer's restricted stock unit awards, excluding PSUs (as defined in footnote 9 to this Form 4), (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 assumed and converted into a restricted stock unit (each, a "Parent RSU") denominated in shares of Parent's common stock. The number of shares of Parent's common stock subject to each such Parent RSU was equal to the product (rounded down to the nearest whole number) of (y) the number of shares of Ordinary Shares subject to the RSU immediately prior to the Effective Time multiplied by (z) the ratio equal to (1) the Consideration divided by (2) the volume weighted average of the per share closing price of Parent's common stock on the Nasdaq for five (5) trading days ending on the second business day prior to the completion of the Scheme.

7. The Ordinary Shares subject to the RSU vest 1/3rd annually on each anniversary of January 5, 2023.

8. The Ordinary Shares subject to the PSU (as defined in footnote 9 to this Form 4) vest 2/3rd on January 5, 2025 and the remaining shares vest on January 5, 2026.

9. Reflects the disposition of Issuer's restricted stock unit awards with performance-based vesting or delivery requirements (each, a "PSU") as contemplated by the Transaction Agreement. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding PSU (whether or not vested) was canceled and converted into the right to receive cash, without interest, in an amount equal to (i) the total number of Ordinary Shares issuable in settlement of such PSU (as determined in accordance with the Transaction Agreement) multiplied by (ii) the Consideration.

10. The Ordinary Shares subject to the PSU vest on January 5, 2026.

Remarks:

	/s/ Patrick McIlvenny, Attorney-in-Fact	10/06/2023
	** Signature of Reporting Person	Date
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