Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Kent Jeff
2. Date of Event Requiring Statement (Month/Day/Year)
02/20/2019
3. Issuer Name and Ticker or Trading Symbol
Horizon Pharma plc [HZNP]
(Last)
(First)
(Middle)
C/O HORIZON PHARMA PLC, CONNAUGHT HOUSE, 1ST FL, 1 BURLINGTON RD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See remarks
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DUBLIN, L2 4
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 101,960
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock options (right to buy)   (1) 06/07/2022 Ordinary Shares 20,000 $ 3.95 D  
Employee stock options (right to buy)   (1) 01/01/2024 Ordinary Shares 18,000 $ 7.61 D  
Employee stock options (right to buy)   (2) 03/22/2025 Ordinary Shares 53,666 $ 22.14 D  
Restricted Stock Units   (3)   (3) Ordinary Shares 6,500 $ 0 D  
Restricted Stock Units   (4)   (4) Ordinary Shares 20,000 $ 0 D  
Restricted Stock Units   (5)   (5) Ordinary Shares 15,000 $ 0 D  
Restricted Stock Units   (6)   (6) Ordinary Shares 13,400 $ 0 D  
Restricted Stock Units   (7)   (7) Ordinary Shares 24,521 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kent Jeff
C/O HORIZON PHARMA PLC
CONNAUGHT HOUSE, 1ST FL, 1 BURLINGTON RD
DUBLIN, L2 4
      See remarks  

Signatures

/s/ Miles McHugh, Attorney-in-fact 02/26/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Fully vested
(2) 25% of the shares subject to the option vested and become exercisable on March 23, 2016 and the remaining shares vest in 36 equal monthly installments thereafter.
(3) The RSU's vest 1/4th annually on each anniversary of March 23, 2015.
(4) The RSU's vest 50% annually on each anniversary of August 1, 2017.
(5) The RSU's vest 1/3rd annually on each anniversary of June 10, 2018.
(6) The RSU's vest 1/3rd annually on each anniversary of January 5, 2018.
(7) The RSU's vest 1/3rd annually on each anniversary of January 5, 2019.
 
Remarks:
Officer Title:  SVP, Head of Medical Affairs & Outcomes Research.

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