SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Cooke Julie (Last) (First) (Middle) 12780 EL CAMINO REAL (Street) SAN DIEGO CA 92130 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/07/2019	3. Issuer Name and Ticker or Trading Symbol NEUROCRINE BIOSCIENCES INC [ NBIX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Human Resources Officer	5. If Amendment, Date of 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

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	1,916	D

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: 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
Incentive Stock Option	(1)	10/02/2027	Common Stock	6,468	61.82	D
Non-Qualified Stock Option	(1)	10/02/2027	Common Stock	33,532	61.82	D
Incentive Stock Option	(2)	02/05/2028	Common Stock	1,085	81.49	D
Non-Qualified Stock Option	(2)	02/05/2028	Common Stock	24,965	81.49	D
Incentive Stock Option	(3)	02/07/2029	Common Stock	1,375	81.05	D
Non-Qualified Stock Option	(3)	02/07/2029	Common Stock	36,129	81.05	D
Restricted Stock Unit	(4)	(4)	Common Stock	5,625	(5)	D
Restricted Stock Unit	(6)	(6)	Common Stock	3,450	(5)	D
Restricted Stock Unit	(7)	(7)	Common Stock	6,941	(5)	D
Restricted Stock Unit	(8)	03/15/2021	Common Stock	12,250	(5)	D
Restricted Stock Unit	(9)	02/05/2020	Common Stock	12,250	(5)	D

Explanation of Responses:

1. Option granted October 2, 2017 and vests at 25% upon first anniversary (October 2, 2018) and remaining 75% vesting in 36 equal monthly installments beginning November 2, 2018.

2. Option granted February 5, 2018 and vests monthly over four years.

3. Option granted February 7, 2019 and vests monthly over four years.

4. 1/4th of the Restricted Stock Units vested on October 2, 2018. The remaining units vest equally on each of October 2, 2019, October 2, 2020, October 2, 2021.

5. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer Common Stock.

6. 1/4th of the Restricted Stock Units vested on February 5, 2019. The remaining units vest equally on each of February 5, 2020, February 5, 2021, February 5, 2022.

7. The Restricted Stock Units will vest annually at 1/4 of the units vesting on each of February 7, 2020, February 7, 2021, February 7, 2022, and February 7, 2023.

8. A portion of this grant will vest upon FDA approval of opicapone within a specified time period, and portions of this grant will vest upon achievement of specified revenue milestones within a specified time period.

9. Performance Restricted Stock Units ("PRSU") will vest upon the date the Company has achieved both (1) obtaining positive pivotal clinical trial data for the treatment of Tourette syndrome with valbenazine and (2) FDA acceptance of a New Drug Application for the treatment of Tourette syndrome with valbenazine.

Remarks:

	/s/ Darin Lippoldt, Attorney-in-Fact	05/17/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE


The undersigned, as an officer of Neurocrine Biosciences, Inc. (the
"Corporation"), hereby constitutes and appoints, jointly and severally Kevin C.
Gorman, Matthew Abernethy, and Darin Lippoldt, each of them, the undersigned's
true and lawful attorney-in-fact and agent, each with the power of substitution
for him in any and all capacities to complete and execute such Forms 144,
advisable pursuant to Rule 144 promulgated under the Securities Act of 1933 (as
amended) and Forms 3, 4, and 5 advisable pursuant to section 16 of the
Securities Exchange Act of 1934, and other forms as such attorney shall in his
discretion determine to be required by the rules and regulations promulgated
thereunder, or any successor laws and regulations, as a consequence of the
undersigned's ownership, acquisition or disposition of securities of the
Corporation, and to do all acts necessary in order to file such forms with the
Securities and Exchange Commission, any securities exchange or national
association, the Corporation and such other person or agency as the attorney
shall deem appropriate.  The undersigned hereby ratifies and confirms all that
said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

This Limited Power of Attorney is executed at San Diego, California, as of the
date set forth below.


/s/ Julie Cooke
(Signature)

Date: May 16, 2019