Edgar Filing: Birner Hubert

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 ^*

Birner Hubert

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	_____ 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		113,361 ⁽¹⁾	A	⁽¹⁾	113,361	I	See FN ⁽²⁾
Common Stock	08/02/2011		C		20,646 ⁽¹⁾	A	⁽¹⁾	134,277	I	See FN ⁽²⁾
Common Stock	08/02/2011		C		27,371 ⁽³⁾	A	$ 9	161,648	I	See FN ⁽²⁾
Common Stock	08/02/2011		P		33,882	A	$ 9	195,530	I	See FN ⁽²⁾
Common Stock								210,120	I	See FN ⁽²⁾
Common Stock	08/02/2011		C		409,116 ⁽¹⁾	A	⁽¹⁾	409,116	I	See FN ⁽²⁾
Common Stock	08/02/2011		C		74,511 ⁽¹⁾	A	⁽¹⁾	483,627	I	See FN ⁽⁴⁾
Common Stock	08/02/2011		C		98,784 ⁽³⁾	A	$ 9	582,411	I	See FN ⁽⁴⁾
Common Stock	08/02/2011		P		122,280	A	$ 9	704,691	I	See FN ⁽⁴⁾
Common Stock								757,347	I	See FN ⁽⁴⁾

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

401,927

⁽⁵⁾

Common Stock

401,927

$ 0

See FN ⁽²⁾

Series A Convertible Preferred Stock

⁽¹⁾

08/02/2011

555,956

⁽¹⁾

Common Stock

555,956

$ 0

See FN ⁽⁴⁾

Series B Convertible Preferred Stock

⁽¹⁾

08/02/2011

44,364

⁽⁵⁾

Common Stock

44,364

$ 0

See FN ⁽²⁾

Series B Convertible Preferred Stock

⁽¹⁾

08/02/2011

61,366

⁽¹⁾

Common Stock

61,366

$ 0

See FN ⁽⁴⁾

Convertible Promissory Notes

$ 9

08/02/2011

$ 806,879.04

⁽⁶⁾

Common Stock

89,652

$ 0

See FN ⁽²⁾

Convertible Promissory Notes

$ 9

08/02/2011

$ 1,116,079.76

⁽⁶⁾

Common Stock

124,007

$ 0

See FN ⁽⁴⁾

Reporting Owners

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

Signatures

/s/ Robert J. De Vaere, Attorney-in-Fact		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 of record by TVM Life Science Ventures VI, L.P. ("TVM VI"). The Reporting Person disclaims beneficial ownership of these shares, 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)	The securities are held of record by TVM Life Science Ventures VI GmbH & Co. KG ("TVM VI GmbH"). The Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein
(5)	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.
(6)	Principal and accrued interest converted upon the Issuer's initial public offering of common stock, into shares of common stock.

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