Lippoldt Darin Form 4 NEUROCRINE BIOSCIENCES / Darin Lippoldt 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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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^*

Lippoldt Darin

(Last) (First) (Middle)

12780 EL CAMINO REAL

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEUROCRINE BIOSCIENCES INC [ NBIX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2018

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	02/05/2018		M		1,979	A	$18.15	15,136	D
Common Stock	02/05/2018		S(1)		1,979	D	$83.1138(2)	13,157	D
Common Stock	02/05/2018		S(3)		758	D	$83.1295(4)	14,574	D
Common Stock	02/06/2018		F(5)		787	D	$82.48	16,062	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
Non-Qualified Stock Option	$18.15	02/05/2018		M			1,979	(6)	11/03/2024	Common Stock	1,979	$18.15	17,810	D
Stock Option	$81.49	02/05/2018		A		26,050		(7)	02/05/2028	Common Stock	26,050	$0.00	26,050	D
Restricted Stock Unit	(8)	02/05/2018		A		4,600		(9)	(9)	Common Stock	4,600	$0.00	4,600	D
Restricted Stock Unit	(8)	02/05/2018		A		12,250		(10)	03/15/2021	Common Stock	12,250	$0.00	12,250	D

Explanation of Responses:

1. The disposition reported in this Form 4 was effected by a broker pursuant to instructions set forth in a Rule 10b5-1 trading plan adopted by the Reporting Person at least 90 days prior to the transaction date in Box 2 above. Additionally, Issuer policy restricts the Reporting Person from amending, canceling, suspending or otherwise modifying any 10b5-1 trading plan subsequent to adoption of the plan.

2. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $81.20 to $84.70. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

3. Sale of 758 shares of common stock issued upon vesting of 2,175 restricted stock units on February 5, 2018 to cover payroll and withholding taxes, with the balance of the shares (1,417) maintained by the Reporting Person; the disposition reported in this Form 4 was effected by a broker pursuant to instructions set forth in a Rule 10b5-1 trading plan adopted by the Reporting Person at least 90 days prior to the transaction date in Box 2 above. Additionally, Issuer policy restricts the Reporting Person from amending, canceling, suspending or otherwise modifying any 10b5-1 trading plan subsequent to adoption of the plan.

4. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $81.43 to $84.64. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

5. Payment of tax liability by withholding 787 shares of Common Stock incident to the vesting of a security issued in accordance with Rule 16b-3, with the balance of the shares (1,488) maintained by the Reporting Person.

6. Represents option which vests 1/4 upon anniversary of grant (11/3/2014), thereafter vesting in equal monthly installments over the following three years such that the entire award is fully vested at 11/3/2018.

7. Represents option of which 1/48th of the shares underlying the option becomes vested and exercisable March 5, 2018 and an additional 1/48th of the shares underlying the option becomes vested and excercisable each month thereafter.

8. Each Restricted Stock Unit represents a contingent right to receive one share of the Neurocrine Common Stock.

9. The Restricted Stock Units will vest annually at 1/4 of the units vesting on each of February 5, 2019, February 5, 2020, February 5, 2021, and February 5, 2022.

10. A portion of this grant will vest upon FDA approval of opicapone within a specified time period, and portions of this grant will vest upon achievement of specified revenue milestones within a specified time period.

Remarks:

	/s/ Darin Lippoldt	02/07/2018
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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