Neurocrine Biosciences Inc.

02/14/2025 | Press release | Distributed by Public on 02/14/2025 17:35

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Onyia Jude
2. Issuer Name and Ticker or Trading Symbol
NEUROCRINE BIOSCIENCES INC [NBIX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Scientific Officer
(Last) (First) (Middle)
12780 EL CAMINO REAL 		3. Date of Earliest Transaction (Month/Day/Year)
02/12/2025
(Street)
SAN DIEGO, CA 92130 		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)
Code V Amount (A) or (D) Price
Common Stock 02/13/2025 M 2,717 A $ 0 18,278 D
Common Stock 02/13/2025 S(1) 1,432 D $116.8335(2) 16,846 D
Common Stock 02/13/2025 M 2,690 A $ 0 19,536 D
Common Stock 02/13/2025 S(3) 1,447 D $116.7471(4) 18,089 D
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $117.18 02/12/2025 A 54,645 (5) 02/12/2035 Common Stock 54,645 $ 0 54,645 D
Restricted Stock Unit (6) 02/12/2025 A 10,241 (7) (7) Common Stock 10,241 $ 0 10,241 D
Restricted Stock Unit (6) 02/13/2025 M 2,717 (8) (8) Common Stock 2,717 $ 0 5,434 D
Restricted Stock Unit (6) 02/13/2025 M 2,690 (9) (9) Common Stock 2,690 $ 0 8,070 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Onyia Jude
12780 EL CAMINO REAL
SAN DIEGO, CA 92130 		Chief Scientific Officer

Signatures

/s/ Darin Lippoldt, Attorney-in-Fact 02/14/2025
**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) The disposition reported in this Form 4 was effected by a broker pursuant to instructions set forth in a Rule 10b5-1 trading plan adopted by the Reporting Person on March 15, 2023. Additionally, Issuer policy restricts the Reporting Person from amending or otherwise modifying any 10b5-1 trading plan subsequent to adoption of the plan.
(2) Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $116.02 to $118.34. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(3) The disposition reported in this Form 4 was effected by a broker pursuant to instructions set forth in a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2024. Additionally, Issuer policy restricts the Reporting Person from amending or otherwise modifying any 10b5-1 trading plan subsequent to adoption of the plan.
(4) Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $116.02 to $118.36. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(5) Represents option of which 1/48th of the shares underlying the option becomes vested and exercisable on March 12, 2025 and an additional 1/48th of the shares underlying the option becomes vested and exercisable each month thereafter.
(6) Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer Common Stock.
(7) The Restricted Stock Units will vest annually at 1/4 of the units vesting on each of February 12, 2026, February 12, 2027, February 12, 2028, and February 12, 2029.
(8) This RSU was granted to the Reporting Person on February 13, 2023. In accordance with the terms of the RSU, the award vested as to 2,717 shares on February 13, 2024, vested as to 2,717 shares on February 13, 2025, and will vest as to 2,717 shares on February 13, 2026, and 2,717 shares on February 13, 2027, subject to the terms and conditions of the award.
(9) This RSU was granted to the Reporting Person on February 13, 2024. In accordance with the terms of the RSU, the award vested as to 2,690 shares on February 13, 2025, and will vest as to 2,690 shares on February 13, 2026, 2,690 shares on February 13, 2027, and 2,690 shares on February 13, 2028, subject to the terms and conditions of the award.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.