Sec Form 4 Filing - MILANO VINCENT @ VIROPHARMA INC - 2014-01-24

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MILANO VINCENT 2. Issuer Name and Ticker or Trading Symbol VIROPHARMA INC [ VPHM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 730 STOCKTON DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2014 (Street) EXTON, PA19341 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/24/2014 U 482,281 D $ 50 0 D Common Stock 01/24/2014 A 311,798 A 311,798 D Common Stock 01/24/2014 D 311,798 D 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option (Right to Buy) $ 19.73 01/24/2014 D 54,932 01/17/2007( 2 ) 01/17/2016 Common Stock 54,932 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 8.86 01/24/2014 D 33,714 01/07/2011( 2 ) 01/07/2020 Common Stock 33,714 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 11.31 01/24/2014 D 17,500 06/07/2011( 2 ) 06/07/2020 Common Stock 17,500 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 17.84 01/24/2014 D 80,521 01/05/2012( 2 ) 01/05/2021 Common Stock 80,521 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 17.98 01/24/2014 D 80,521 06/06/2012( 2 ) 06/06/2021 Common Stock 80,521 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 28.16 01/24/2014 D 54,530 01/05/2013( 2 ) 01/05/2022 Common Stock 54,530 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 20.07 01/24/2014 D 71,447 06/04/2013( 2 ) 06/04/2022 Common Stock 71,447 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 23.37 01/24/2014 D 65,299 01/03/2014( 2 ) 01/03/2023 Common Stock 65,299 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 27.79 01/24/2014 D 61,420 06/10/2014( 2 ) 06/10/2023 Common Stock 61,420 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MILANO VINCENT 730 STOCKTON DRIVE EXTON, PA19341 X President and CEO Signatures /s/ J. Peter Wolf, attorney-in-fact 01/28/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Performance-based awards entitling the reporting person to shares of VPHM common stock upon the satisfaction of certain criteria were deemed satisfied in connection with the merger of ViroPharma Incorporated with and into Shire Pharmaceutical Holdings Ireland Limited, effective as of January 24, 2014 and canceled in exchange for an amount equal to $50 per share. ( 2 )The options vest in four equal annual installments beginning on the first anniversary date from time of grant. ( 3 )This derivative security, regardless of whether otherwise previously vested, was canceled in connection with the merger of ViroPharma Incorporated with and into Shire Pharmaceutical Holdings Ireland Limited, effective as of January 24, 2014 in exchange for a cash payment representing the difference between the per-share exercise price of the stock option and $50.

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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