Sec Form 4 Filing - Himawan Jeff @ Horizon Pharma plc - 2015-03-12

Insider filing report for Changes in Beneficial Ownership
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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
Himawan Jeff
2. Issuer Name and Ticker or Trading Symbol
Horizon Pharma plc [ HZNP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225
3. Date of Earliest Transaction (MM/DD/YY)
03/12/2015
(Street)
THE WOODLANDS, TX77380
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 03/12/2015 X 690,369 ( 1 ) A $ 4.308 690,369 I See Foot note ( 2 )
Common Stock 03/12/2015 D 135,805 ( 3 ) D $ 4.038 554,564 I See Foot note ( 2 )
Common Stock 03/12/2015 S 197,277 D $ 22.59 ( 4 ) 357,287 I See Foot note ( 2 )
Common Stock 03/13/2015 S 357,287 D $ 22.35 ( 5 ) 0 I See Foot note ( 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
Warrant $ 4.308 03/12/2015 X 690,369 03/02/2012 03/02/2017 Common Stock 690,369 $ 0 690,369 I See Foot note ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Himawan Jeff
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS, TX77380
X
Signatures
/s/ Richard Kolodziejcyk, Attorney-in-Fact 03/16/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares underlying warrants. Essex Woodlands Health Ventures Fund, VII, L.P. (the "Fund") exercised warrants for 690,369 shares. Shares received by the Fund are net of shares withheld, as described in footnote (3), due to net exercise of warrants.
( 2 )The securities are held directly by the Fund. The Reporting Person is a manager of Essex Woodlands Health Ventures VII, L.L.C., which is the general partner of Essex Woodlands Health Ventures VII, L.P., the general partner of the Fund. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
( 3 )Represents 135,805 shares withheld in connection with the net exercise of warrants. Such shares are held by the issuer in satisfaction of the warrant's exercise price and did not involve any sale of shares by the Fund.
( 4 )Price Range of $22.41 to $22.90.
( 5 )Price Range of $22.20 to $22.62.

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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