Edgar Filing: Himawan Jeff

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Himawan Jeff

2. Issuer Name and Ticker or Trading Symbol
HORIZON PHARMA, INC. [HZNP]

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O HORIZON PHARMA, INC., 1033 SKOKIE BLVD., SUITE 355

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2011

(Street)

NORTHBROOK, IL 60062

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

(City)

(State)

(Zip)

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)
Common Stock	08/02/2011		C		1,431,467 ⁽¹⁾	A	⁽¹⁾	1,431,467	I	See FN ⁽²⁾
Common Stock	08/02/2011		C		179,317 ⁽¹⁾	A	⁽¹⁾	1,610,784	I	See FN ⁽²⁾
Common Stock	08/02/2011		C		362,366 ⁽³⁾	A	$ 9	1,973,150	I	See FN ⁽²⁾
Common Stock	08/02/2011		P		330,104	A	$ 9	2,303,254	I	See FN ⁽²⁾

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)

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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

08/02/2011

1,431,467

⁽⁴⁾

Common Stock

1,431,467

$ 0

See FN ⁽²⁾

Series B Convertible Preferred Stock

⁽¹⁾

08/02/2011

179,317

⁽⁴⁾

Common Stock

179,317

$ 0

See FN ⁽²⁾

Convertible Promissory Notes

$ 9

08/02/2011

$ 3,261,306.43

⁽⁵⁾

Common Stock

362,366

$ 0

See FN ⁽²⁾

Warrant to Purchase Series A Preferred Stock

$ 5.201

08/02/2011

C⁽⁶⁾

67,970

⁽⁷⁾

10/31/2015⁽⁷⁾

Series A Preferred Stock

67,970

$ 0

See FN ⁽²⁾

Warrant to Purchase Series A Preferred Stock

$ 5.201

08/02/2011

C⁽⁶⁾

33,985

⁽⁷⁾

07/02/2016⁽⁷⁾

Series A Preferred Stock

33,985

$ 0

See FN ⁽²⁾

Warrant to Purchase Series A Preferred Stock

$ 5.201

08/02/2011

C⁽⁶⁾

42,484

⁽⁷⁾

09/25/2016⁽⁷⁾

Series A Preferred Stock

42,484

$ 0

See FN ⁽²⁾

Warrant to Purchase Common Stock

$ 12.35

08/02/2011

C⁽⁶⁾

28,630

⁽⁷⁾

10/31/2015⁽⁷⁾

Common Stock

28,630

$ 0

28,630

See FN ⁽²⁾

Warrant to Purchase Common Stock

$ 12.35

08/02/2011

C⁽⁶⁾

14,315

⁽⁷⁾

07/02/2016⁽⁷⁾

Common Stock

14,315

$ 0

14,315

See FN ⁽²⁾

Warrant to Purchase Common Stock

$ 12.35

08/02/2011

C⁽⁶⁾

17,895

⁽⁷⁾

09/25/2016⁽⁷⁾

Common Stock

17,895

$ 0

17,895

See FN ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Himawan Jeff C/O HORIZON PHARMA, INC. 1033 SKOKIE BLVD., SUITE 355 NORTHBROOK, IL 60062	X	X

Signatures

/s/ Jeff Himawan		08/04/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The securities are held directly by Essex Woodlands Health Ventures Fund VII, L.P. (the "Fund"). The Reporting Person is a manager of Essex Woodlands Health Ventures VII, L.L.C., which is the general partner of Essex Woodlands Health Ventures VII, L.P., the general partner of the Fund. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(3)	Represents shares acquired upon conversion, in connection with the Issuer's initial public offering, of convertible promissory notes.
(4)	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.
(5)	Principal and accrued interest converted upon the Issuer's initial public offering of common stock, into shares of common stock.
(6)	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.
(7)	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.

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