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Filing Details

Accession Number:: 0001209191-14-069261
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-11-17 17:10:30
Reporting Period:: 2014-11-13

Filing Date:: 2014-11-17
Accepted Time:: 2014-11-17 17:10:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1492426	Horizon Pharma Plc	HZNP	Pharmaceutical Preparations (2834)	272179987

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1114916	Balaji Venkataraman	13185 Owens Way Alpharetta GA 30004		No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Ordinary Shares, Nominal Value $0.0001 Per Share	Disposition	2014-11-13	6,086,957	$11.54	10,499,360	No	4	S	Indirect	By Altiva Capital, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Altiva Capital, LLC

Footnotes

Prior to the transaction reported hereunder, (i) Altiva Capital LLC held 10,433,597 ordinary shares of the Issuer and (ii) Mayura Trust A held 6,152,720 ordinary shares of the Issuer. Mr. Venkataraman is the sole managing member of Altiva Capital, LLC. 78% of Altiva Capital, LLC is owned by Mayura Trust A and the remaining 22% is owned by family trusts of which Mr. Venkataraman's wife and kids are the beneficiaries and he and his wife, respectively, act as the trustee. Mayura One LLC is the trustee of the Mayura Trust A. The managing members of Mayura One LLC are Mr. Venkataraman, Christopher Graham and Christopher Manning. The beneficiaries of Mayura Trust A are Mr. Venkataraman and his descendants.
On November 13, 2014, Altiva Capital LLC agreed to sell 6,086,957 ordinary shares pursuant to that certain Underwriting Agreement, dated as of November 13, 2014 (the "Underwriting Agreement"), among the Issuer, the several selling shareholders (the "Selling Shareholders") named in Schedule I to the Underwriting Agreement and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Cowen and Company, LLC and Jefferies LLC, as representatives of the several underwriters (the "Underwriters") named in Schedule II to the Underwriting Agreement. Altiva Capital LLC also granted the Underwriters the option to purchase an additional 913,043 ordinary shares. The number in the table above assumes no exercise by the Underwriters of their option to purchase additional shares.
The price to the public was $12.05 per ordinary share and the proceeds to Altiva Capital LLC was $11.537875 per ordinary share. In addition, in connection with the sale of ordinary shares, the Issuer also agreed to pay an aggregate of $2,230,231 to Altiva Capital, LLC, Dr. Virinder Nohria and Mohun Patrick Nohria 2013 Gift Trust (the "Reimbursed Shareholders") in connection with the sale of the ordinary shares by such Reimbursed Shareholders pursuant to the Underwriting Agreement, provided, that if the several Underwriters exercise their right to purchase the additional shares pursuant to the Underwriting Agreement in full or in part, the Issuer shall pay the Reimbursed Shareholders an additional $334,535 which shall be reduced pro rata in the event of that all additional shares are not purchased, in each case, each Reimbursed Shareholder to receive its pro rata amount based on the number of shares to be sold by such Reimbursed Shareholder (or $0.262125 per share).