4//SEC Filing
Clayton Sean M. 4
Accession 0001209191-23-052359
CIK 0001492426other
Filed
Oct 5, 8:00 PM ET
Accepted
Oct 6, 5:51 PM ET
Size
21.3 KB
Accession
0001209191-23-052359
Insider Transaction Report
Form 4
Clayton Sean M.
EVP, General Counsel
Transactions
- Disposition to Issuer
Performance Restricted Stock Units
2023-10-06−5,749→ 0 total→ Ordinary shares (5,749 underlying) - Disposition to Issuer
Ordinary Shares
2023-10-06$116.50/sh−7,655$891,808→ 0 total - Disposition to Issuer
Performance Restricted Stock Units
2023-10-06−5,749→ 0 total→ Ordinary shares (5,749 underlying) - Disposition to Issuer
Ordinary Shares
2023-10-06$116.50/sh−745$86,793→ 0 total(indirect: See footnote) - Disposition to Issuer
Restricted Stock Units
2023-10-06−28,258→ 0 total→ Ordinary shares (28,258 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2023-10-06−11,499→ 0 total→ Ordinary shares (11,499 underlying) - Disposition to Issuer
Restricted Stock Units
2023-10-06−22,997→ 0 total→ Ordinary shares (22,997 underlying)
Footnotes (10)
- [F1]Includes 279 Ordinary Shares (as defined in footnote 2 to this Form 4) acquired by the reporting person on June 1, 2023 pursuant to an employee stock purchase program.
- [F10]The Ordinary Shares subject to the PSU vest on January 5, 2026.
- [F2]Reflects the disposition of ordinary shares of Horizon Therapeutics plc ("Issuer"), nominal value $0.0001 per share ("Ordinary Shares"), in connection with the consummation of the transactions contemplated by the Transaction Agreement (the "Transaction Agreement"), dated as of December 11, 2022, by and among Issuer, Amgen Inc. ("Parent"), and Pillartree Limited, a wholly owned subsidiary of Parent ("Acquirer Sub"), including the consummation of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland (the "Scheme") pursuant to which Acquirer Sub acquired Issuer. Pursuant to the Transaction Agreement, on October 6, 2023, the effective time of the Scheme (the "Effective Time"), each outstanding Ordinary Share was converted into $116.50 in cash (the "Consideration").
- [F3]The Ordinary Shares are held by the Clayton Family Trust, of which the Reporting Person is the co-trustee and beneficiary.
- [F4]Each RSU (as defined in footnote 6 to this Form 4) and PSU (as defined in footnote 9 to this Form 4) represents a contingent right to receive one Ordinary Share of the Issuer.
- [F5]The Ordinary Shares subject to the RSU (as defined in footnote 6 to this Form 4) vest 1/3rd annually on each anniversary of March 1, 2022.
- [F6]Reflects the disposition of Issuer's restricted stock unit awards, excluding PSUs (as defined in footnote 9 to this Form 4), (each, a "RSU") as contemplated by the Transaction Agreement. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding RSU (whether or not vested) was assumed and converted into a restricted stock unit (each, a "Parent RSU") denominated in shares of Parent's common stock. The number of shares of Parent's common stock subject to each such Parent RSU was equal to the product (rounded down to the nearest whole number) of (y) the number of shares of Ordinary Shares subject to the RSU immediately prior to the Effective Time multiplied by (z) the ratio equal to (1) the Consideration divided by (2) the volume weighted average of the per share closing price of Parent's common stock on the Nasdaq for five (5) trading days ending on the second business day prior to the completion of the Scheme.
- [F7]The Ordinary Shares subject to the RSU vest 1/3rd annually on each anniversary of January 5, 2023.
- [F8]The Ordinary Shares subject to the PSU (as defined in footnote 9 to this Form 4) vest 2/3rd on January 5, 2025 and the remaining shares vest on January 5, 2026.
- [F9]Reflects the disposition of Issuer's restricted stock unit awards with performance-based vesting or delivery requirements (each, a "PSU") as contemplated by the Transaction Agreement. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding PSU (whether or not vested) was canceled and converted into the right to receive cash, without interest, in an amount equal to (i) the total number of Ordinary Shares issuable in settlement of such PSU (as determined in accordance with the Transaction Agreement) multiplied by (ii) the Consideration.
Documents
Issuer
Horizon Therapeutics Public Ltd Co
CIK 0001492426
Entity typeother
Related Parties
1- filerCIK 0001911998
Filing Metadata
- Form type
- 4
- Filed
- Oct 5, 8:00 PM ET
- Accepted
- Oct 6, 5:51 PM ET
- Size
- 21.3 KB