Edgar Filing: ATLAS VENTURE ENTREPRENEURS FUND VI LP

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 ^*

ATLAS VENTURE FUND VI LP

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

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

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

(Last)

(First)

(Middle)

25 FIRST STREET, SUITE 303

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2012

(Street)

CAMBRIDGE, MA 02141

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	03/02/2012		P		828,443 ⁽¹⁾	A	$ 3.6212 ⁽²⁾	3,688,294 ⁽³⁾	I	See Footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Warrants to Purchase Common Stock

$ 4.308

03/02/2012

207,110 ⁽⁴⁾

03/02/2012

03/02/2017

Common Stock

207,110 ⁽⁴⁾

$ 3.6212 ⁽²⁾

207,110 ⁽⁴⁾

See Footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ATLAS VENTURE FUND VI LP 25 FIRST STREET, SUITE 303 CAMBRIDGE, MA 02141		X
Atlas Venture Fund VI GmbH & Co KG 25 FIRST STREET, SUITE 303 CAMBRIDGE, MA 02141		X
Atlas Venture Associates VI, L.P. 25 FIRST STREET, SUITE 303 CAMBRIDGE, MA 02141		X
ATLAS VENTURE ENTREPRENEURS FUND VI LP 25 FIRST STREET, SUITE 303 CAMBRIDGE, MA 02141		X

Signatures

Atlas Venture Fund VI, L.P., By: Atlas Venture Associates VI, L.P., Its General Partner, By: Atlas Venture Associates VI, Inc., Its General Partner, By: /s/ Kristen Laguerre, Vice President		03/06/2012
^**Signature of Reporting Person		Date
Atlas Venture Entrepreneurs' Fund VI, L.P., By: Atlas Venture Associates VI, L.P., Its General Partner, By: Atlas Venture Associates VI, Inc., Its General Partner, By: /s/ Kristen Laguerre, Vice President		03/06/2012
^**Signature of Reporting Person		Date
Atlas Venture Fund VI GmbH & Co. KG, By: Atlas Venture Associates VI, L.P., Its Managing Limited Partner, By: Atlas Venture Associates VI, Inc., Its General Partner, By: /s/ Kristen Laguerre, Vice President		03/06/2012
^**Signature of Reporting Person		Date
Atlas Venture Associates VI, L.P., By: Atlas Venture Associates VI, Inc., Its General Partner, By: /s/ Kristen Laguerre, Vice President		03/06/2012
^**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)	Includes 789,828 shares of common stock purchased by Atlas Venture Fund VI, L.P., 14,462 shares of common stock purchased by Atlas Venture Fund VI GmbH & Co. KG and 24,153 shares of common stock purchased by Atlas Venture Entrepreneurs' Fund VI, L.P. Atlas Venture Associates VI, L.P. is the general partner of Atlas Venture Fund VI, L.P. and Atlas Venture Entrepreneurs' Fund VI, L.P. and the managing limited partner of Atlas Venture Fund VI GmbH & Co. KG. Each of the Filing Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
(2)	Purchase price consists of the sum of (i) $3.59 (the closing bid price of the Issuer's common stock on 2/28/2012) and (ii) $0.03125.
(3)	Includes 3,516,377 shares of common stock held by Atlas Venture Fund VI, L.P., 64,385 shares of common stock held by Atlas Venture Fund VI GmbH & Co. KG and 107,532 shares of common stock held by Atlas Venture Entrepreneurs' Fund VI, L.P. Atlas Venture Associates VI, L.P. is the general partner of Atlas Venture Fund VI, L.P. and Atlas Venture Entrepreneurs' Fund VI, L.P. and the managing limited partner of Atlas Venture Fund VI GmbH & Co. KG. Each of the Filing Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
(4)	For each share of common stock of the Issuer purchased in the financing, a purchaser received a warrant to purchase 0.25 of a share of common stock of the Issuer. Includes warrants to purchase 197,456 shares of common stock purchased by Atlas Venture Fund VI, L.P., warrants to purchase 3,616 shares of common stock purchased by Atlas Venture Fund VI GmbH & Co. KG and warrants to purchase 6,038 shares of common stock purchased by Atlas Venture Entrepreneurs' Fund VI, L.P. Atlas Venture Associates VI, L.P. is the general partner of Atlas Venture Fund VI, L.P. and Atlas Venture Entrepreneurs' Fund VI, L.P. and the managing limited partner of Atlas Venture Fund VI GmbH & Co. KG. Each of the Filing Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

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