Sec Form 4 Filing - SHERMAN JEFFREY W @ Horizon Therapeutics Public Ltd Co - 2022-01-04

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 SHERMAN JEFFREY 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 and Chief Medical Officer (Last) (First) (Middle) C/O HORIZON THERAPEUTICS PLC,, 70 SAINT STEPHEN?S GREEN 3. Date of Earliest Transaction (MM/DD/YY) 01/04/2022 (Street) DUBLIN, L2D02 E2X4 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 11/08/2021 G V 10,729 D $ 0 9,115 D Ordinary Shares 11/08/2021 G V 10,729 A $ 0 37,808 I See footnote( 1 ) Ordinary Shares 12/13/2021 G V 50 D $ 0 37,758 I See footnote( 1 ) Ordinary Shares 01/05/2022 M 52,570 A 61,685 D Ordinary Shares 01/05/2022 A( 3 ) 32,301 A $ 0 93,986 D Ordinary Shares 01/05/2022 F 37,675 D $ 0 56,311 D Ordinary Shares 105,808 I See footnote( 4 ) Ordinary Shares 66,730 I By spouse

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 Restricted Stock Units (RSU) ( 2 ) 01/04/2022 A 19,044 ( 5 ) ( 5 ) Ordinary Shares 19,044 $ 0 19,044 D Restricted Stock Units (RSU) ( 2 ) 01/05/2022 M 12,261 ( 6 ) ( 6 ) Ordinary Shares 12,261 $ 0 0 D Restricted Stock Units (RSU) ( 2 ) 01/05/2022 M 12,095 ( 7 ) ( 7 ) Ordinary Shares 12,095 $ 0 12,095 D Restricted Stock Units (RSU) ( 2 ) 01/05/2022 M 9,222 ( 8 ) ( 8 ) Ordinary Shares 9,222 $ 0 9,223 D Restricted Stock Units (RSU) ( 2 ) 01/05/2022 M 9,678 ( 9 ) ( 9 ) Ordinary Shares 9,678 $ 0 4,834 D Restricted Stock Units (RSU) ( 2 ) 01/05/2022 M 9,314 ( 10 ) ( 10 ) Ordinary Shares 9,314 $ 0 18,628 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHERMAN JEFFREY W C/O HORIZON THERAPEUTICS PLC, 70 SAINT STEPHEN?S GREEN DUBLIN, L2D02 E2X4 EVP and Chief Medical Officer Signatures /s/ Miles W. McHugh, Attorney-in-Fact 01/06/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held in the Jeffrey W. Sherman Living Trust. ( 2 )Each RSU represents a contingent right to receive one ordinary share of the Issuer. ( 3 )On January 4, 2019, the reporting person was granted performance-based restricted stock units (PSUs) of the Issuer, which vest upon the satisfaction of certain performance criteria. On January 5, 2022, the PSUs vested as to the number of shares reported above. ( 4 )The shares are held in the name of the Jeffrey W. Sherman 2020 Gift Trust, of which the reporting person's spouse is the Trustee. ( 5 )The RSU's vest 1/3rd annually on each anniversary of January 5, 2022. ( 6 )The RSU's vest 1/3rd annually on each anniversary of January 5, 2019. ( 7 )The RSU's vest 1/3rd annually on each anniversary of January 5, 2020. ( 8 )50% of the shares subject to the RSU's vested on 1/5/2022, and the remaining shares vest on 1/5/2023. ( 9 )Two-thirds of the ordinary shares subject to the RSUs vest on January 5, 2022 and the remaining one-third of the ordinary shares vest on January 5, 2023. ( 10 )The RSU's vest 1/3rd annually on each anniversary of January 5, 2021.

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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