Sec Form 3 Filing - NGN BIOMED OPPORTUNITY I GMBH & CO. BETEILIGUNGS KG @ HORIZON PHARMA, INC. - 2011-07-28

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FORM 3
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
NGN BIOMED OPPORTUNITY I GMBH & CO. BETEILIGUNGS KG
2. Issuer Name and Ticker or Trading Symbol
HORIZON PHARMA, INC. [ HZNP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O HORIZON PHARMA, INC., 1033 SKOKIE BLVD., SUITE 355
3. Date of Earliest Transaction (MM/DD/YY)
07/28/2011
(Street)
NORTHBROOK, IL60062
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 51,731 D ( 1 )
Common Stock 71,556 D ( 2 )
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
Series A Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 401,927 D ( 1 )
Series A Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 555,956 D ( 2 )
Series B Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 44,364 D ( 1 )
Series B Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 61,366 D ( 2 )
Convertible Promissory Notes ( 4 ) ( 4 ) ( 4 ) Common Stock 805,856.5 ( 4 ) D ( 1 )
Convertible Promissory Notes ( 4 ) ( 4 ) ( 4 ) Common Stock 114,665.38 ( 4 ) D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NGN BIOMED OPPORTUNITY I GMBH & CO. BETEILIGUNGS KG
C/O HORIZON PHARMA, INC.
1033 SKOKIE BLVD., SUITE 355
NORTHBROOK, IL60062
X
NGN BioMed Opportunity I L P
C/O HORIZON PHARMA, INC.
1033 SKOKIE BLVE., SUITE 355
NORTHBROOK, IL60062
X
Signatures
/s/ See Exhibit 99.1 07/28/2011
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Securities held in the name of NGN Biomed Opportunity I GmbH & Co. Beteiligungs KG.
( 2 )Securities held in the name of NGN Biomed Opportunity I, L.P.
( 3 )The shares of Series A Preferred Stock and Series B Preferred Stock have no expiration date and are convertible at any time at the election of the holder. Every 2.374 shares of preferred stock will automatically convert into one share of common stock upon the closing of the Issuer's initial public offering.
( 4 )Principal and accrued interest will convert upon the Issuer's initial public offering into shares of Common Stock at a conversion price equal to the lesser of (i) the public offering price of the Common Stock sold in the Issuer's initial public offering, or (ii) $18.92. Amounts shown are reported in US dollars and include interest accrued through the date hereof; additional interest will accrue prior to conversion.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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