t74858_sc13da.htm
 
UNITED STATES

OMB APPROVAL
 
SECURITIES AND EXCHANGE
COMMISSION
OMB Number:
3235-0145
 
 
Washington, D.C. 20549

SCHEDULE 13D
Expires: February 28, 2009
 
Estimated average burden hours per response. . 14.5
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Horizon Pharma, Inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value per share
 
(Title of Class of Securities)
 
44047T109
 
(CUSIP Number)
 
Michael R. Murphy
Discovery Group I, LLC
191 North Wacker Drive
Suite 1685
Chicago, Illinois 60606
Telephone Number: (312) 265-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 26, 2012
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No.  44047T109
 
 
1.
Names of Reporting Persons.
Discovery Equity Partners, L.P.
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
WC
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
Illinois
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
3,424,007
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
3,424,007
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,424,007
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
6.1%
 
 
14.
Type of Reporting Person (See Instructions)
PN
 
 
 
 
 
CUSIP No.  44047T109
 
 
1.
Names of Reporting Persons.
Discovery Group I, LLC
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
3,972,860
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
3,972,860
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,972,860
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
7.0%
 
 
14.
Type of Reporting Person (See Instructions)
IA
 
 
 
 
 
CUSIP No.  44047T109
 
 
1.
Names of Reporting Persons.
Daniel J. Donoghue
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
3,972,860
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
3,972,860
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,972,860
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
7.0%
 
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 
 
 
CUSIP No.  44047T109
 
 
1.
Names of Reporting Persons.
Michael R. Murphy
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
3,972,860
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
3,972,860
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,972,860
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
7.0%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 
 
 
Item 1.
Security and Issuer
   
 
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Common Stock, $0.0001 par value per share (the “Common Stock”), of Horizon Pharma, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 520 Lake Cook Road, Suite 520, Deerfield, Illinois 60015.  This Amendment No. 1 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on August 13, 2012 (as so amended, the “Schedule 13D”).  All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D.  Except as amended by this Amendment No. 1, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 1.
   
Item 3.
Source and Amount of Funds or Other Consideration
   
 
Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:

The total purchase price for the 3,972,860 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of October 24, 2012 was approximately $19,829,052 and the total purchase price for the 3,424,007 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $17,118,450.  The source of such funds was the assets of Discovery Equity Partners and another private investment partnership (collectively, the “Partnerships”) over which Discovery Group exercises discretionary investment management authority, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnerships with a broker on customary terms and conditions.  The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.
   
Item 5.
Interest in Securities of the Issuer
   
 
Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
The information concerning percentages of ownership set forth below is based on 56,574,417 shares of Common Stock reported outstanding per the Company’s Prospectus filed with the Securities Exchange Commission on September 20, 2012 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
 
Discovery Equity Partners beneficially owns 3,424,007 shares of Common Stock as of October 24, 2012, which represents 6.1% of the outstanding Common Stock.
 
Discovery Group beneficially owns 3,972,860 shares of Common Stock as of October 24, 2012, which represents 7.0% of the outstanding Common Stock.
 
Mr. Donoghue beneficially owns 3,972,860 shares of Common Stock as of October 24, 2012, which represents 7.0% of the outstanding Common Stock.
 
Mr. Murphy beneficially owns 3,972,860 shares of Common Stock as of October 24, 2012, which represents 7.0% of the outstanding Common Stock.
 
Discovery Group is the sole general partner of Discovery Equity Partners and has sole discretionary investment authority with respect to the other Partnership’s investment in the Common Stock.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by both of the Partnerships, while Discovery Equity Partners shares beneficial ownership with Discovery Group and Messrs. Donoghue and Murphy of only the shares of Common Stock owned by it.
 
 
 
 
 
 
The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.
 
No person other than the Partnerships is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.
   
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
   
 
Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the Partnerships, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 1 included as Exhibit 2 to this Amendment No. 1, and the Powers of Attorney granted by Messrs. Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 1.
   
Item 7.
Material to Be Filed as Exhibits
   
 
Exhibit 1:                       List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
   
 
Exhibit 2:                       Joint Filing Agreement dated as of October 25, 2012, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
   
 
Exhibit 3:                       Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
   
 
Exhibit 4:                       Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
 
 
 
 
 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
October 25, 2012
 
Date
   
 
DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
   
   
 
By:  Michael R. Murphy*
 
Signature
 
 
Michael R. Murphy, Managing Member
 
Name/Title
   
   
 
Daniel J. Donoghue*
 
Signature
 
 
Daniel J. Donoghue
 
Name/Title
   
   
 
Michael R. Murphy*
 
Signature
 
 
Michael R. Murphy
 
Name/Title
   
   
   
 
*By: /s/ Mark Buckley
 
Mark Buckley
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy
 
 
 
 

Exhibit Index

Exhibit 1
List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
   
Exhibit 2
Joint Filing Agreement dated as of October 25, 2012, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
   
Exhibit 3
Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
   
Exhibit 4
Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.