4//SEC Filing
Witz Pascale 4
Accession 0001209191-23-052374
CIK 0001492426other
Filed
Oct 5, 8:00 PM ET
Accepted
Oct 6, 6:21 PM ET
Size
15.7 KB
Accession
0001209191-23-052374
Insider Transaction Report
Form 4
Witz Pascale
Director
Transactions
- Disposition to Issuer
Ordinary Shares
2023-10-06$116.50/sh−25,672$2,990,788→ 0 total - Disposition to Issuer
Ordinary Shares
2023-10-06$116.50/sh−20,279$2,362,504→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (Right to Buy)
2023-10-06−52,232→ 0 totalExercise: $12.19Exp: 2027-08-01→ Ordinary Shares (52,232 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-10-06−32,161→ 0 totalExercise: $13.87Exp: 2028-05-02→ Ordinary Shares (32,161 underlying) - Disposition to Issuer
Restricted Stock Units
2023-10-06−4,016→ 0 totalExp: 2024-07-27→ Ordinary Shares (4,016 underlying)
Footnotes (7)
- [F1]9,349 Ordinary Shares (as defined in footnote 2 of this Form 4) previously reported as held indirectly by Trust are held directly.
- [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 Option (as defined in footnote 4 to this Form 4) is fully vested.
- [F4]Reflects the disposition of Issuer's options to purchase Ordinary Shares (each, an "Option") as contemplated by the Transaction Agreement. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding Option (whether or not vested) was canceled and converted into the right to receive cash, without interest, in an amount equal to (a) the total number of Ordinary Shares subject to such Option, multiplied by (b) the excess of (i) the Consideration over (ii) the exercise price payable per Ordinary Share under such Option.
- [F5]Each RSU (as defined in footnote 7 to this Form 4) represents a contingent right to receive one Ordinary Share of the Issuer.
- [F6]The Ordinary Shares subject to the RSUs vest on July 27, 2024.
- [F7]Reflects the disposition of Issuer's restricted stock unit awards (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 canceled and converted into the right to receive a cash amount equal to (i) the total number of Ordinary Shares subject to such RSU multiplied by (ii) the Consideration.
Documents
Issuer
Horizon Therapeutics Public Ltd Co
CIK 0001492426
Entity typeother
Related Parties
1- filerCIK 0001703723
Filing Metadata
- Form type
- 4
- Filed
- Oct 5, 8:00 PM ET
- Accepted
- Oct 6, 6:21 PM ET
- Size
- 15.7 KB