Sec Form 4 Filing - GORMAN KEVIN CHARLES @ NEUROCRINE BIOSCIENCES INC - 2018-02-05

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
GORMAN KEVIN CHARLES
2. Issuer Name and Ticker or Trading Symbol
NEUROCRINE BIOSCIENCES INC [ NBIX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
12780 EL CAMINO REAL
3. Date of Earliest Transaction (MM/DD/YY)
02/05/2018
(Street)
SAN DIEGO, CA92130
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 02/05/2018 S( 1 ) 3,125 D $ 83.0787 ( 2 ) 339,482 D
Common Stock 02/05/2018 S( 3 ) 2,858 D $ 83.465 ( 4 ) 342,874 D
Common Stock 02/06/2018 M 100,000 A $ 5.76 442,874 D
Common Stock 02/06/2018 S( 5 ) 100,000 D $ 80.0662 ( 6 ) 342,874 D
Common Stock 02/06/2018 F( 7 ) 4,091 D $ 82.48 347,033 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
Non-Qualified Stock Option $ 5.76 02/06/2018 M 100,000 ( 8 ) 08/25/2021 Common Stock 100,000 $ 5.76 126,832 D
Stock Option $ 81.49 02/05/2018 A 104,200 ( 9 ) 02/05/2028 Common Stock 104,200 $ 0 104,200 D
Restricted Stock Unit ( 10 ) 02/05/2018 A 18,400 ( 11 ) ( 11 ) Common Stock 18,400 $ 0 18,400 D
Restricted Stock Unit ( 10 ) 02/05/2018 A 18,400 ( 12 ) 03/15/2021 Common Stock 18,400 $ 0 18,400 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GORMAN KEVIN CHARLES
12780 EL CAMINO REAL
SAN DIEGO, CA92130
X Chief Executive Officer
Signatures
/s/ Darin Lippoldt, Attorney-in-Fact 02/07/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sale of 3,125 shares of common stock issued upon vesting of 6,250 restricted stock units on February 5, 2018 to cover payroll and withholding taxes, with the balance of the shares (3,125) maintained by the Reporting Person; the disposition reported in this Form 4 was effected by a broker pursuant to instructions set forth ina Rule 10b5-1 trading plan adopted by the Reporting Person at least 90 days prior to the transaction date in Box 2 above. Additionally, Issuer policy restricts theReporting Person from amending, canceling, suspending or otherwise modifying any 10b5-1 trading plan subsequent to adoption of the plan.
( 2 )Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $81.20 to $84.59. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
( 3 )Sale of 2,858 shares of common stock issued upon vesting of 5,750 restricted stock units on February 5, 2018 to cover payroll and withholding taxes, with the balance of the shares (2,892) maintained by the Reporting Person; the disposition reported in this Form 4 was effected by a broker pursuant to instructions set forth ina Rule 10b5-1 trading plan adopted by the Reporting Person at least 90 days prior to the transaction date in Box 2 above. Additionally, Issuer policy restricts theReporting Person from amending, canceling, suspending or otherwise modifying any 10b5-1 trading plan subsequent to adoption of the plan.
( 4 )Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $81.43 to $84.59. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
( 5 )The disposition reported in this Form 4 was effected by a broker pursuant to instructions set forth in a Rule 10b5-1 trading plan adopted by the Reporting Person at least 90 days prior to the transaction date in Box 2 above. Additionally, Issuer policy restricts the Reporting Person from amending, canceling, suspending or otherwise modifying any 10b5-1 trading plan subsequent to adoption of the plan.
( 6 )Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $80.00 to $80.44. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
( 7 )Payment of tax liability by withholding 4,091 shares of Common Stock incident to the vesting of a security issued in accordance with Rule 16b-3, with the balance of the shares (4,159) maintained by the Reporting Person.
( 8 )Represents option of which 1/4th of the shares underlying the option becomes vested and exercisable on August 25, 2011 and an additional 1/48th of the shares underlying the option becomes vested and exercisable each month thereafter.
( 9 )Represents option of which 1/48th of the shares underlying the option becomes vested and exercisable March 5, 2018 and an additional 1/48th of the shares underlying the option becomes vested and excercisable each month thereafter.
( 10 )Each Restricted Stock Unit represents a contingent right to receive one share of the Neurocrine Common Stock.
( 11 )The Restricted Stock Units will vest annually at 1/4 of the units vesting on each of February 5, 2019, February 5, 2020, February 5, 2021, and February 5, 2022.
( 12 )A portion of this grant will vest upon FDA approval of opicapone within a specified time period, and portions of this grant will vest upon achievement of specified revenue milestones within a specified time period.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.