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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Promissory Note | $ 5.36 | 11/22/2013 | A | $ 5,093,000 | (5) | 11/15/2018 | Common Stock | 949,477 | $ 5,093,000 | $ 5,093,000 | I | By Ltd. Partnership (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BIRD JEFFREY W 755 PAGE MILL ROAD, SUITE A-200 PALO ALTO, CA 94304-1005 |
X |
/s/ Robert Yin, by power of attorney | 11/25/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.14 to $6.25, inclusive. The reporting person undertakes to provide Horizon Pharma, Inc., any security holder of Horizon Pharma, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(2) | Securities held by Sutter Hill Ventures, A California Limited Partnership. The reporting person is a Managing Director of the General Partner of Sutter Hill Ventures, A California Limited Partnership. The reporting person disclaims beneficial ownership of these securities except to the extent of the reporting person's pecuniary interest therein. |
(3) | Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest therein. |
(4) | Shares held by a limted partnership of which the reporting person is a trustee of a trust which is the General Partner. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest therein. |
(5) | The promissory notes will be convertible at the option of the holder on or after August 15, 2018 until the close of business on the second scheduled trading day immediately preceding the maturity date for the notes. Prior to the close of business on the business day immediately preceding August 15, 2018, the promissory notes will be convertible by the holder only under certain conditions, as set forth in the indenture governing the notes. |