Sec Form 4 Filing - Hoelscher Paul W. @ Horizon Therapeutics Public Ltd Co - 2021-02-17

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
Hoelscher Paul W.
2. Issuer Name and Ticker or Trading Symbol
Horizon Therapeutics Public Ltd Co [ HZNP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, CFO
(Last) (First) (Middle)
C/O HORIZON THERAPEUTICS PLC, CONNAUGHT HOUSE, 1ST FL, 1 BURLINGTON RD
3. Date of Earliest Transaction (MM/DD/YY)
02/17/2021
(Street)
DUBLIN, L24
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
Ordinary Shares 02/01/2021 G V 3,094 D $ 0 1,049 D
Ordinary Shares 02/01/2021 G V 3,094 A $ 0 275,151 I By Trust
Ordinary Shares 02/17/2021 A( 1 ) 2,358 A $ 0 3,407 D
Ordinary Shares 02/17/2021 F 1,045 D $ 87.17 2,362 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
Performance Restricted Stock Units (PSUs) ( 2 ) 02/17/2021 A( 1 ) 4,718 ( 1 ) ( 1 ) Ordinary Shares 4,718 $ 0 4,718 D
Performance Restricted Stock Units (PSUs) ( 2 ) 02/17/2021 A( 3 ) 17,416 ( 3 ) ( 3 ) Ordinary Shares 17,416 $ 0 17,416 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hoelscher Paul W.
C/O HORIZON THERAPEUTICS PLC
CONNAUGHT HOUSE, 1ST FL, 1 BURLINGTON RD
DUBLIN, L24
EVP, CFO
Signatures
/s/ Miles W. McHugh, Attorney-in-Fact 02/19/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 3, 2020, the reporting person was granted performance-based restricted stock units (PSUs) of the Issuer, which vest upon the satisfaction of certain performance criteria. On February 17, 2021, such performance criteria were met, and the PSUs vested as to the number of shares reported in Table I above. The remaining ordinary shares subject to the PSUs vest in equal annual installments on January 5, 2022 and January 5, 2023.
( 2 )Each PSU represents a contingent right to receive one ordinary share of the Issuer.
( 3 )On January 3, 2020, the reporting person was granted performance-based restricted stock units (PSUs) of the Issuer, which vest upon the satisfaction of certain performance criteria. On February 17, 2021, such performance criteria were met. Two-thirds of the ordinary shares subject to the PSUs vest on January 5, 2022 and the remaining one-third of the ordinary shares vest on January 5, 2023.

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