Edgar Filing: HORIZON PHARMA, INC.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â NGN BIOMED OPPORTUNITY I GMBH & CO. BETEILIGUNGS KG

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2011

3. Issuer Name and Ticker or Trading Symbol
HORIZON PHARMA, INC. [HZNP]

(Last)

(First)

(Middle)

C/O HORIZON PHARMA, INC.,Â 1033 SKOKIE BLVD., SUITE 355

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NORTHBROOK,Â ILÂ 60062

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	51,731	D ⁽¹⁾	Â
Common Stock	71,556	D ⁽²⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	401,927	$ ⁽³⁾	D ⁽¹⁾	Â
Series A Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	555,956	$ ⁽³⁾	D ⁽²⁾	Â
Series B Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	44,364	$ ⁽³⁾	D ⁽¹⁾	Â
Series B Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	61,366	$ ⁽³⁾	D ⁽²⁾	Â
Convertible Promissory Notes	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	805,856.5 ⁽⁴⁾	$ ⁽⁴⁾	D ⁽¹⁾	Â
Convertible Promissory Notes	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	114,665.38 ⁽⁴⁾	$ ⁽⁴⁾	D ⁽²⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NGN BIOMED OPPORTUNITY I GMBH & CO. BETEILIGUNGS KG C/O HORIZON PHARMA, INC. 1033 SKOKIE BLVD., SUITE 355 NORTHBROOK,Â ILÂ 60062	Â	Â X	Â	Â
NGN BioMed Opportunity I L P C/O HORIZON PHARMA, INC. 1033 SKOKIE BLVE., SUITE 355 NORTHBROOK,Â ILÂ 60062	Â	Â X	Â	Â

Signatures

/s/ See Exhibit 99.1		07/28/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.