Horizon Pharma plc
Horizon Pharma plc (Form: 4, Received: 03/02/2017 18:41:19)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Carey Robert
2. Issuer Name and Ticker or Trading Symbol

Horizon Pharma plc [ HZNP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, Chief Business Officer
(Last)          (First)          (Middle)

C/O HORIZON PHARMA PLC, CONNAUGHT HOUSE, 1ST FL, 1 BURLINGTON RD
3. Date of Earliest Transaction (MM/DD/YYYY)

2/28/2017
(Street)

DUBLIN, L2 4
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares   2/28/2017     X    6913   A $4.308   127216   (1) I   By Robert F. Carey III Trust dated 4/24/2001  
Ordinary Shares   2/28/2017     S (2)    1808   D $16.48   125408   I   By Robert F. Carey III Trust dated 4/24/2001  
Ordinary Shares   3/1/2017     S    30000   D $16.00   95408   I   By Robert F. Carey III Trust dated 4/24/2001  
Ordinary Shares                  600   (3) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Ordinary Shares (Right to Buy)   $4.308   2/28/2017     X         6913    3/2/2012   3/2/2017   Ordinary Shares   6913   $0.00   0   I   By Robert F. Carey III Trust dated 4/24/2001  

Explanation of Responses:
( 1)  Includes 38,242 shares which were transferred from the Reporting Person to the Trust on January 11, 2017.
( 2)  Exercise of a warrant to purchase 6,913 ordinary shares of the Issuer for $4.308 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 1,808 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 5,105 shares. The warrant was scheduled to expire on March 2, 2017.
( 3)  On June 1, 2016, 1,173 ordinary shares of the Issuer were acquired by the reporting person pursuant to an employee stock purchase program. The number of Issuer shares previously reported as beneficially owned by the reporting person was incorrectly over reported on a prior Form 4 by 573 shares of the Issuer's common stock, and has been corrected with this filing.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carey Robert
C/O HORIZON PHARMA PLC
CONNAUGHT HOUSE, 1ST FL, 1 BURLINGTON RD
DUBLIN, L2 4


EVP, Chief Business Officer

Signatures
/s/ Paul W. Hoelscher, Attorney-in-Fact 3/2/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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