Walbert Timothy P Form 4 Filed 2023-10-06

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

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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1. Name and Address of Reporting Person ^*

Walbert Timothy P

2. Issuer Name and Ticker or Trading Symbol
Horizon Therapeutics Public Ltd Co [HZNP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman, President and CEO

(Last)

(First)

(Middle)

C/O HORIZON THERAPEUTICS PLC,, 70 ST. STEPHEN?S GREEN

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2023

(Street)

DUBLIN, L2 D02 E2X4

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	10/06/2023		D		616,772⁽¹⁾	D	$116.5⁽²⁾	0	D
Ordinary Shares	10/06/2023		D		107,739	D	$116.5⁽²⁾	0	I	See Footnote⁽³⁾
Ordinary Shares	10/06/2023		D		100,300	D	$116.5⁽²⁾	0	I	See Footnote⁽⁴⁾
Ordinary Shares	10/06/2023		D		49,935⁽¹⁾	D	$116.5⁽²⁾	0	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$22.14

10/06/2023

742,565

⁽⁵⁾

03/22/2025

Ordinary Shares

742,565

⁽⁶⁾

Stock Option (Right to Buy)

$28.53

10/06/2023

1,650,000

⁽⁵⁾

03/22/2025

Ordinary Shares

1,650,000

⁽⁶⁾

Restricted Stock Units

⁽⁷⁾

10/06/2023

34,929

⁽⁸⁾

Ordinary Shares

34,929

⁽⁹⁾

Restricted Stock Units

⁽⁷⁾

10/06/2023

49,198

⁽¹⁰⁾

Ordinary Shares

49,198

⁽⁹⁾

Restricted Stock Units

⁽⁷⁾

10/06/2023

71,290

⁽¹¹⁾

Ordinary Shares

71,290

⁽⁹⁾

Performance Restricted Stock Units

⁽⁷⁾

10/06/2023

45,843

⁽¹²⁾

Ordinary Shares

45,843

⁽¹³⁾

Performance Restricted Stock Units

⁽⁷⁾

10/06/2023

17,448

⁽¹²⁾

Ordinary Shares

17,448

⁽¹³⁾

Performance Restricted Stock Units

⁽⁷⁾

10/06/2023

104,786

⁽¹²⁾

Ordinary Shares

104,786

⁽¹³⁾

Performance Restricted Stock Units

⁽⁷⁾

10/06/2023

14,759

⁽¹⁴⁾

Ordinary Shares

14,759

⁽¹³⁾

Performance Restricted Stock Units

⁽⁷⁾

10/06/2023

44,278

⁽¹⁵⁾

Ordinary Shares

44,278

⁽¹³⁾

Performance Restricted Stock Units

⁽⁷⁾

10/06/2023

73,798

⁽¹⁵⁾

Ordinary Shares

73,798

⁽¹³⁾

Performance Restricted Stock Units

⁽⁷⁾

10/06/2023

35,645

⁽¹⁶⁾

Ordinary Shares

35,645

⁽¹³⁾

Performance Restricted Stock Units

⁽⁷⁾

10/06/2023

17,823

⁽¹⁷⁾

Ordinary Shares

17,823

⁽¹³⁾

Performance Restricted Stock Units

⁽⁷⁾

10/06/2023

17,823

⁽¹⁷⁾

Ordinary Shares

17,823

⁽¹³⁾

Restricted Stock Units

⁽⁷⁾

10/06/2023

4,657

⁽¹²⁾

Ordinary Shares

4,657

⁽⁹⁾

By Spouse

Restricted Stock Units

⁽⁷⁾

10/06/2023

14,283

⁽¹⁰⁾

Ordinary Shares

14,283

⁽⁹⁾

By Spouse

Restricted Stock Units

⁽⁷⁾

10/06/2023

20,697

⁽¹¹⁾

Ordinary Shares

20,697

⁽⁹⁾

By Spouse

Performance Restricted Stock Units

⁽⁷⁾

10/06/2023

21,426

⁽¹⁵⁾

Ordinary Shares

21,426

⁽¹³⁾

By Spouse

Performance Restricted Stock Units

⁽⁷⁾

10/06/2023

12,854

⁽¹⁵⁾

Ordinary Shares

12,854

⁽¹³⁾

By Spouse

Performance Restricted Stock Units

⁽⁷⁾

10/06/2023

4,285

⁽¹⁴⁾

Ordinary Shares

4,285

⁽¹³⁾

By Spouse

Performance Restricted Stock Units

⁽⁷⁾

10/06/2023

10,349

⁽¹⁶⁾

Ordinary Shares

10,349

⁽¹³⁾

By Spouse

Performance Restricted Stock Units

⁽¹³⁾

10/06/2023

5,174

⁽¹⁷⁾

Ordinary Shares

5,174

⁽¹³⁾

By Spouse

Performance Restricted Stock Units

⁽⁷⁾

10/06/2023

5,174

⁽¹⁷⁾

Ordinary Shares

5,174

⁽¹³⁾

By Spouse

Explanation of Responses:

1.	Includes 279 Ordinary Shares (as defined in footnote 2 of this Form 4) acquired by the reporting person on June 1, 2023 pursuant to an employee stock purchase program.
2.	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").
3.	The Ordinary Shares are held by the Timothy P. Walbert 2021 Gift Trust, of which the Reporting Person's spouse is the Trustee and beneficiary.
4.	The Ordinary Shares are held by the Keli B. Walbert 2021 Gift Trust, of which the Reporting Person is the Trustee. The beneficiaries of the Trust include the Reporting Person and his descendants.
5.	The Option (as defined in footnote 6 to this Form 4) is fully vested.
6.	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.
7.	Each RSU (as defined in footnote 9 to this Form 4) and PSU (as defined in footnote 13 to this Form 4) represents a contingent right to receive one Ordinary Share of the Issuer.
8.	The Ordinary Shares subject to the RSUs vest on January 5, 2024.
9.	Reflects the disposition of Issuer's restricted stock unit awards, excluding PSUs (as defined in footnote 14 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.
10.	The Ordinary Shares subject to the RSUs vest 1/3rd annually on each anniversary of January 5, 2022.
11.	The Ordinary Shares subject to the RSUs vest 1/3rd annually on each anniversary of January 5, 2023.
12.	The Ordinary Shares subject to the PSUs (as defined in footnote 13 to this Form 4) vest on January 5, 2024.
13.	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.
14.	The Ordinary Shares subject to the PSUs vest 2/3rd on January 5, 2024 and the remaining shares vest on January 5, 2025.
15.	The Ordinary Shares subject to the PSUs vest on January 5, 2025.
16.	The Ordinary Shares subject to the PSUs vest on January 5, 2026.
17.	The Ordinary Shares subject to the PSUs vest 2/3rd on January 5, 2025 and the remaining shares vest on January 5, 2026.

	Signatures
	/s/ Patrick McIlvenny, Attorney-in-Fact	10/06/2023
	** Signature of Reporting Person	Date
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