As filed with the Securities and Exchange Commission on May 10, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HALOZYME THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)

			
 	 	 	
Delaware	 	88-0488686	
(State or Other Jurisdiction of Incorporation or Organization)	 	(I.R.S. Employer Identification No.)	
 	 	 	
11388 Sorrento Valley Road, San Diego, CA 92121
(Address of Principal Executive Offices, including zip code)
HALOZYME THERAPEUTICS, INC. AMENDED AND RESTATED 2011 STOCK PLAN
(Full Title of the Plan)
Harry J. Leonhardt
Senior Vice President, General Counsel
and Chief Compliance Officer
11388 Sorrento Valley Road
San Diego, CA 92121
(Name and Address of Agent For Service, including zip code)

(858) 794-8889
(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

							
Large accelerated filer þ	 	Accelerated filer ¨	 	Non-accelerated filer o	 	Smaller reporting company o	
 	 	 	 	(Do not check if a smaller reporting company)	 	Emerging growth company o	
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 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE

									
 	 	 	 	 	 	 	 	 	
Title of Securities to be Registered	 	Amount to be Registered (1)	 	Proposed Maximum
Offering Price per Share (2)	 	Proposed Maximum
Aggregate Offering Price	 	Amount of Registration Fee	
Common Stock $0.001 par value per share, to be issued pursuant to the Amended and Restated 2011 Stock Plan	 	8,200,000	 	$19.29	 	$158,178,000	 	$19,694	
		
(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this registration statement includes such indeterminable number of additional shares as may be issued as a result of an adjustment to the shares by reason of a stock split, stock dividend or similar capital adjustment, as required by the Amended and Restated Halozyme Therapeutics, Inc. 2011 Stock Plan.	

(2)	This estimate is computed in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee, and is based on the average of the high and low prices of the Registrant’s common stock on May 4, 2018, as reported on the NASDAQ Global Select Market.	
______________________________________________________________________________________________________

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
On May 6, 2011, Halozyme Therapeutics, Inc., a Delaware corporation (the “ Company ”), registered 6,000,000 shares of its common stock, par value $0.001 per share, to be offered and sold to participants under the Company’s 2011 Stock Plan, as amended from time to time (the “ Plan ”) pursuant to the Registration Statement on Form S-8 (File No. 333-174013) (the “ Initial Registration Statement ”). The Plan was amended by the Company’s stockholders on May 16, 2013, to increase the number of shares available for issuance under the Plan by 6,500,000 shares of common stock and the additional shares were registered on May 31, 2013 pursuant to the Registration Statement on Form S-8 (File No. 333-188997). The Plan was further amended by the Company’s stockholders on May 6, 2015, to increase the number of shares available for issuance under the Plan by 7,000,000 shares of common stock and the additional shares were registered on August 10, 2015 pursuant to the Registration Statement on Form S-8 (File No. 333-206279). The Plan was further amended by the Company’s stockholders on May 4, 2016, to increase the number of shares available for issuance under the Plan by 6,500,000 shares of common stock and the additional shares were registered on May 9, 2016 pursuant to the Registration Statement on Form S-8 (File No. 333-211244). The Plan was further amended by the Company’s stockholders on May 2, 2018, to increase the number of shares available for issuance under the Plan by 8,200,000 shares of common stock. This Registration Statement is being filed pursuant to General Instruction E to Form S-8 (Registration of Additional Securities) to register such additional 8,200,000 shares of common stock which may be offered or sold to participants under the Plan.
In accordance with General Instruction E to Form S-8, the contents of the Initial Registration Statement are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference in this Registration Statement the following documents:

a. The Company’s latest annual report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), containing audited financial statements for the Company's fiscal year ended December 31, 2017, as filed with the Commission on February 20, 2018.

b. All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above.

c. The description of the Company’s Common Stock contained in the Company's registration statements filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold, or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Notwithstanding the foregoing, the Company is not incorporating by reference any documents, portions of documents, exhibits or other information that is deemed to have been furnished to, rather than filed with, the Commission.

Item 8. Exhibits

			
 	
Exhibit No.	 	Description	
4.1(1)	 	Composite Certificate of Incorporation	
4.2(2)	 	Bylaws, as amended	
5.1	 	Opinion of DLA Piper LLP (US)	
23.1	 	Consent of DLA Piper LLP (US) (filed as part of Exhibit 5.1)	
23.2	 	Consent of Independent Registered Public Accounting Firm	
24.1	 	Power of Attorney (included on the signature page to this registration statement)	
99.1(3)	 	Halozyme Therapeutics, Inc. Amended and Restated 2011 Stock Plan	
____________

			
 	 	 	
(1)	 	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed August 7, 2013.	
(2)	 	Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed December 19, 2016.	
(3)	 	Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed April 6, 2018.	

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Diego, California, on this 10th day of May, 2018.

					
 	HALOZYME THERAPEUTICS, INC.	 	
 	By:  	/s/ Helen I. Torley, M.B. Ch.B., M.R.C.P.	 	
 	 	Helen I. Torley, M.B. Ch.B., M.R.C.P.	 	
 	 	President and Chief Executive Officer 	 	
POWER OF ATTORNEY
  Know all persons by these presents, that each person whose signature appears below constitutes and appoints Helen I. Torley, Laurie D. Stelzer, and Harry J. Leonhardt and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his substitute or substituted, may lawfully do or cause to be done by virtue thereof.
  Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature	 	Title(s)	 	Date	
 	 	 	 	 	
/s/ Helen I. Torley, M.B. Ch.B., M.R.C.P.
Helen I. Torley, M.B. Ch.B., M.R.C.P.	 	President, Chief Executive Officer, and Director (Principal Executive Officer)	 	May 10, 2018	
 	 	 	 	 	
/s/ Laurie Stelzer
 
Laurie Stelzer	 	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	 	May 10, 2018	
 	 	 	 	 	
/s/ Connie L. Matsui
 
Connie L. Matsui	 	Chairman of the Board of Directors 	 	May 10, 2018	
 	 	 	 	 	
/s/ Jean-Pierre Bizzari, M.D.
 
Jean-Pierre Bizzari, M.D.	 	Director 	 	May 10, 2018	
 	 	 	 	 	
/s/ James M. Daly
 
James M. Daly	 	Director 	 	May 10, 2018	
 	 	 	 	 	
/s/ Jeffrey W. Henderson
 
Jeffrey W. Henderson	 	Director 	 	May 10, 2018	
 	 	 	 	 	
/s/ Kenneth J. Kelley
 
Kenneth J. Kelley	 	Director 	 	May 10, 2018	
 	 	 	 	 	
/s/ Mathew L. Posard
 
Matthew L. Posard	 	Director	 	May 10, 2018	

EXHIBIT 5.1

			
 	 	 	
  	 	DLA Piper LLP (US)
4365 Executive Drive, Suite 1100
San Diego, CA 92121
T   (858) 677-1400
F   (858) 677-1477
W   www.dlapiper.com	
May 9, 2018
Halozyme Therapeutics, Inc.
11388 Sorrento Valley Road
San Diego, CA 92121
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Halozyme Therapeutics, Inc., a Delaware corporation (the “ Company ”), in connection with the preparation and filing of the Registration Statement on Form S-8 (the “ Registration Statement ”) filed by the Company with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), with respect to the issuance from time to time of up to an additional 8,200,000 shares of the Company’s Common Stock, par value $0.001 per share (the “ Common Stock ”), pursuant to awards granted or to be granted under the Company’s 2011 Stock Plan (the “ Plan ”). The 8,200,000 shares of Common Stock issuable under the Plan are hereinafter referred to as the “ Shares .”
In connection herewith, we have examined and relied without independent investigation as to matters of fact upon such certificates of public officials, such statements and certificates of officers of the Company and originals or copies certified to our satisfaction of the Registration Statement, the Plan, the Amended and Restated Certificate of Incorporation, as amended, and the Bylaws of the Company as now in effect and minutes of all pertinent meetings and actions of the Board of Directors of the Company and of the Compensation Committee of the Board of Directors of the Company.
In rendering this opinion, we have assumed the genuineness of all signatures on all documents examined by us, the due authority of the parties signing such documents, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and that the issuance of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the Plan. The Company has represented to us and we have also assumed that the Company has reserved from its duly authorized capital stock a sufficient number of shares of Common Stock as were approved by the Company’s stockholders for issuance under the Plan. The Company has also covenanted and we have also assumed that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue the Shares in accordance with the Plan, the number of Shares which are then issuable and deliverable upon the settlement of awards under the Plan.
We are members of the Bar of the State of California, and we do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the foregoing) and the federal law of the United States of America. To the extent that any applicable document is stated to be governed by the laws of another jurisdiction, we have assumed for purposes of this opinion that the laws of such jurisdiction are identical to the aforementioned state laws of the State of Delaware. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any non-U.S. jurisdiction.

This opinion speaks only at and as of its date and is based solely on the facts and circumstances known to us and as of such date. In addition, in rendering this opinion, we assume no obligation to revise, update or supplement this opinion (i) should the present aforementioned laws of the State of Delaware or federal laws of the United States of America be changed by legislative action, judicial decision or otherwise, or (ii) to reflect any facts or circumstances which may hereafter come to our attention.
Based upon, subject to and limited by the foregoing, we are of the opinion and so advise you that the Shares have been duly authorized and, when issued and delivered in accordance with the terms of the Plan, will be, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

			
 	Very truly yours,	 	
 	/s/ DLA Piper LLP (US)  	 	
 	DLA PIPER LLP (US) 	 	

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Halozyme Therapeutics, Inc. Amended and Restated 2011 Stock Plan of Halozyme Therapeutics, Inc. of our reports dated February 20, 2018, with respect to the consolidated financial statements and schedule of Halozyme Therapeutics, Inc. and the effectiveness of internal control over financial reporting of Halozyme Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Diego, California
May 10, 2018