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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | (1) | 08/02/2011 | C | 1,431,467 | (3) | (3) | Common Stock | 1,431,467 | $ 0 | 0 | D | ||||
| Series B Convertible Preferred Stock | (1) | 08/02/2011 | C | 179,317 | (3) | (3) | Common Stock | 179,317 | $ 0 | 0 | D | ||||
| Convertible Promissory Notes | $ 9 | 08/02/2011 | C | $ 3,261,306.43 | (4) | (4) | Common Stock | 362,366 | $ 0 | 0 | D | ||||
| Warrant to Purchase Series A Preferred Stock | $ 5.201 | 08/02/2011 | C(5) | 67,970 | (6) | 10/31/2015(6) | Series A Preferred Stock | 67,970 | $ 0 | 0 | D | ||||
| Warrant to Purchase Series A Preferred Stock | $ 5.201 | 08/02/2011 | C(5) | 33,985 | (6) | 07/02/2016(6) | Series A Preferred Stock | 33,985 | $ 0 | 0 | D | ||||
| Warrant to Purchase Series A Preferred Stock | $ 5.201 | 08/02/2011 | C(5) | 42,484 | (6) | 09/25/2016(6) | Series A Preferred Stock | 42,484 | $ 0 | 0 | D | ||||
| Warrant to Purchase Common Stock | $ 12.35 | 08/02/2011 | C(5) | 28,630 | (6) | 10/31/2015(6) | Common Stock | 28,630 | $ 0 | 28,630 | D | ||||
| Warrant to Purchase Common Stock | $ 12.35 | 08/02/2011 | C(5) | 14,315 | (6) | 07/02/2016(6) | Common Stock | 14,315 | $ 0 | 14,315 | D | ||||
| Warrant to Purchase Common Stock | $ 12.35 | 08/02/2011 | C(5) | 17,895 | (6) | 09/25/2016(6) | Common Stock | 17,895 | $ 0 | 17,895 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ESSEX WOODLANDS HEALTH VENTURES FUND VII LP C/O HORIZON PHARMA, INC. 1033 SKOKIE BLVD., SUITE 355 NORTHBROOK, IL 60062 |
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| /s/ Jeff Himawan, Manager, Essex Woodlands Health Ventures VII, L.L.C., the general partner of Essex Woodlands Health Ventures VII, L.P., the general partner of Essex Woodlands Health Ventures Fund VII, L.P. | 08/04/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Automatic conversion, in connection with the Issuer's initial public offering, of preferred stock into shares of common stock. Every 2.374 shares of preferred stock converted into one share of common stock upon the closing of the Issuer's initial public offering. |
| (2) | Represents shares acquired upon conversion, in connection with the Issuer's initial public offering, of convertible promissory notes. |
| (3) | These securities are preferred stock of the Issuer and did not have an expiration date. Prior to the Issuer's initial public offering of common stock, the securities were convertible at any time at the election of the holder. The securities automatically converted into shares of common stock upon the closing of the issuer's initial public offering of common stock. |
| (4) | Principal and accrued interest converted upon the Issuer's initial public offering of common stock, into shares of common stock. |
| (5) | Automatic conversion, in connection with the Issuer's initial public offering, of warrants to purchase Series A Preferred Stock into warrants to purchase Common Stock. The warrants converted at a rate of 2.374 shares of Series A Preferred Stock to 1 share of Common Stock. |
| (6) | The warrants are immediately exercisable and shall terminate on the earlier of the expiration date referenced herein or the occurence of other specified corporate transactions. |