UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

(Amendment No. 3)





(Mark One)

|☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2014

or



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to

Commission File Number 001-35238





HORIZON PHARMA PUBLIC LIMITED COMPANY

(Exact name of Registrant as specified in its charter)







|                                                                          |  |                                     
|------------------------------------------------------------------------- |  | ------------------------------------
|Ireland                                                                   |  | Not Applicable                      
|(State or other jurisdiction of
incorporation or organization)            |  | (I.R.S. Employer
Identification No.)
|                                                                          | 
|Connaught House, 1st Floor
1 Burlington Road, Dublin 4, D04 C5Y6, Ireland |  | Not Applicable                      
|(Address of principal executive offices)                                  |  | (zip code)                          

011 353 1 772 2100

(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



|                                                 |  |                                          
|------------------------------------------------ |  | -----------------------------------------
|Title of Each Class                              |  | Name of Each Exchange on Which
Registered
|Ordinary shares, nominal value $0.0001 per share |  | The NASDAQ Global Select Market          

Securities registered pursuant to Section 12(g) of the Act:

None





Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes  ☐    No  ☒.

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  ☒    No  ☐

Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | ☒                                                |  | Accelerated filer         |  | ☐
|                        |  |                                                  | 
|Non-accelerated filer   |  | ☐  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | ☐
|                        |  |                                                  | 
|                        |  |                                                  |  | Emerging growth company   |  | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the
Exchange Act).    Yes  ☐    No  ☒

The aggregate market value of
the registrants voting ordinary shares held by non-affiliates of the registrant, based upon the $15.82 per share closing sale price of the registrants ordinary shares on June 30, 2014 (the
last business day of the registrants most recently completed second quarter), was approximately $1.0 billion. Solely for purposes of this calculation, the registrants directors and executive officers and holders of 10% or more of
the registrants outstanding ordinary shares have been assumed to be affiliates and an aggregate of 9,164,811 shares of the registrants voting ordinary shares held by such persons on June 30, 2014 are not included in this
calculation.

As of February 20, 2015, the registrant had outstanding 125,100,210 ordinary shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrants definitive Proxy Statement for the registrants 2015 Annual Meeting of Shareholders are incorporated by
reference into Part III of the registrants Annual Report on Form 10-K.









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EXPLANATORY NOTE

Horizon Pharma Public Limited Company (the Company) is filing this Amendment No. 3 to Annual Report on
Form 10-K/A (this Amendment) to amend the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the
Securities and Exchange Commission (the SEC) on February 27, 2015 and as previously amended on March 2, 2015 and April 10, 2015 (the 10-K). This Amendment is being filed
solely to re-file revised redacted versions of Exhibits 10.62 and 10.65 to the 10-K, reflecting changes to the Companys confidential treatment request with respect
to certain portions of such exhibits. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Companys principal executive officer
and principal financial officer are filed as exhibits to this Amendment.

No attempt has been made in this Amendment to modify or update the other
disclosures presented in the 10-K. This Amendment does not reflect events occurring after the filing of the 10-K or modify or update those disclosures that may be
affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the 10-K and the registrants other filings with the SEC.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused
this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.



Horizon Pharma plcBy:

/s/ Paul W. HoelscherPaul W. HoelscherExecutive Vice President and Chief
Financial Officer (Principal Financial Officer)


Dated: May 26, 2017



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INDEX TO EXHIBITS



|              |  |                                                                                                                                           
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                   
|              | 
|10.62**       |  | License Agreement for Interferon Gamma, dated May 5, 1998, by and between Genentech, Inc. and Connetics Corporation.                      
|              | 
|10.65**       |  | Amendment No. 3 to License Agreement for Interferon Gamma, dated April 27, 1999, by and between Genentech, Inc. and Connetics Corporation.
|              | 
|31.3          |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act.                                 
|              | 
|31.4          |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act.                                 



|** | Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------