Neurocrine Biosciences (NBIX) Form 4 NEUROCRINE BIOSCIENCES / Julie Cooke 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^*

Cooke Julie

(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 Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2025

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	02/13/2025		M		1,509	A	$0	20,340	D
Common Stock	02/13/2025		S(1)		796	D	$116.7664(2)	19,544	D
Common Stock	02/13/2025		M		1,401	A	$0	20,945	D
Common Stock	02/13/2025		S(3)		755	D	$116.7988(4)	20,190(5)	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	$117.18	02/12/2025		A		29,600		(6)	02/12/2035	Common Stock	29,600	$0	29,600	D
Restricted Stock Unit	(7)	02/12/2025		A		5,548		(8)	(8)	Common Stock	5,548	$0	5,548	D
Restricted Stock Unit	(7)	02/13/2025		M			1,509	(9)	(9)	Common Stock	1,509	$0	3,020	D
Restricted Stock Unit	(7)	02/13/2025		M			1,401	(10)	(10)	Common Stock	1,401	$0	4,203	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 on March 15, 2023. Additionally, Issuer policy restricts the Reporting Person from amending 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 $115.98 to $117.76. 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. 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 on June 14, 2024. Additionally, Issuer policy restricts the Reporting Person from amending 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 $115.98 to $117.78. 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. 18,526 of the reported shares are held by the Cooke Family Trust of 2004 U/A 12/28/2004, of which the Reporting Person has voting and investment power.

6. Represents option of which 1/48th of the shares underlying the option becomes vested and exercisable on March 12, 2025 and an additional 1/48th of the shares underlying the option becomes vested and exercisable each month thereafter.

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

8. The Restricted Stock Units will vest annually at 1/4 of the units vesting on each of February 12, 2026, February 12, 2027, February 12, 2028, and February 12, 2029.

9. This RSU was granted to the Reporting Person on February 13, 2023. In accordance with the terms of the RSU, the award vested as to 1,509 shares on February 13, 2024, vested as to 1,509 shares on February 13, 2025, and will vest as to 1,510 shares on February 13, 2026, and to 1,510 shares on February 13, 2027, subject to the terms and conditions of the award.

10. This RSU was granted to the Reporting Person on February 13, 2024. In accordance with the terms of the RSU, the award vested as to 1,401 shares on February 13, 2025, and will vest as to 1,401 shares on February 13, 2026, 1,401 shares on February 13, 2027, and 1,401 shares on February 13, 2028, subject to the terms and conditions of the award.

Remarks:

	/s/ Darin Lippoldt, Attorney-in-Fact	02/14/2025
	** 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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