SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Jazz Pharmaceuticals, Inc.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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.		472147107	13G	Page		2		of		7 Pages

(1) This Schedule 13G is filed by Prospect Venture Partners II, L.P., a Delaware limited partnership (“PVP II”), Prospect Associates II, L.P., a Delaware limited partnership (“PA II”) and Prospect Management Co. II, L.L.C., a Delaware limited liability company (“PMC II,” together with PVP II, PA II and PMC II, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 1,487,494 shares of Common Stock held by PVP II, which shares include 84,365 shares of Common Stock issuable to PVP II pursuant to an outstanding warrant exercisable on or after January 21, 2009; and (ii) 22,651 shares of Common Stock held by PA II, which shares include 1,285 shares of Common Stock issuable to PA II pursuant to an outstanding warrant exercisable on or after January 21, 2009. PMC II serves as the sole general partner of PVP II and PA II, and owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2008.

(3) This percentage is calculated based upon 28,775,217 shares of Common Stock outstanding (as of October 31, 2008), as set forth in the Issuer’s most recent Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2008.

CUSIP No.		472147107	13G	Page		3		of		7 Pages

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 1,487,494 shares of Common Stock held by PVP II, which shares include 84,365 shares of Common Stock issuable to PVP II pursuant to an outstanding warrant exercisable on or after January 21, 2009; and (ii) 22,651 shares of Common Stock held by PA II, which shares include 1,285 shares of Common Stock issuable to PA II pursuant to an outstanding warrant exercisable on or after January 21, 2009. PMC II serves as the sole general partner of PVP II and PA II, and owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2008.

(3) This percentage is calculated based upon 28,775,217 shares of Common Stock outstanding (as of October 31, 2008), as set forth in the Issuer’s most recent Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2008.

CUSIP No.		472147107	13G	Page		4		of		7 Pages

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 1,487,494 shares of Common Stock held by PVP II, which shares include 84,365 shares of Common Stock issuable to PVP II pursuant to an outstanding warrant exercisable on or after January 21, 2009; and (ii) 22,651 shares of Common Stock held by PA II, which shares include 1,285 shares of Common Stock issuable to PA II pursuant to an outstanding warrant exercisable on or after January 21, 2009. PMC II serves as the sole general partner of PVP II and PA II, and owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2008.

(3) This percentage is calculated based upon 28,775,217 shares of Common Stock outstanding (as of October 31, 2008), as set forth in the Issuer’s most recent Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2008.

Item 1(a).		Name of Issuer:

Jazz Pharmaceuticals, Inc.

Item 1(b).		Address of Issuer’s Principal Executive Offices:

3180 Porter Drive
Palo Alto, California 94304

Item 2(a).		Name of Person Filing:

Prospect Venture Partners II, L.P. (“PVP II”)
Prospect Associates II, L.P. (“PA II”)
Prospect Management Co. II, L.L.C. (“PMC II”)

Item 2(b).		Address of Principal Business Office or, if none, Residence:

c/o Prospect Venture Partners
435 Tasso Street, Suite 200
Palo Alto, California 94301

Item 2(c).		Citizenship:

		PVP II — Delaware, United States of America
		PA II — Delaware, United States of America
		PMC II — Delaware, United States of America

Item 2(d).		Title of Class of Securities:

     Common Stock

Item 2(e).		CUSIP Number:

     472147107

Item 3.		Not applicable

Item 4. Ownership. The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this Amendment No. 1 to the statement on Schedule 13G is provided as of December 31, 2008:

						Warrants								Shared				Sole				Shared
		Shares Held				Held				Sole Voting				Voting				Dispositive				Dispositive				Beneficial				Percentage
Reporting Persons		Directly				Directly				Power				Power (1)				Power				Power (1)				Ownership (1)				of Class (2)
PVP II			1,403,129				84,365				0				1,510,145				0				1,510,145				1,510,145				5.25	%
PA II			21,366				1,285				0				1,510,145				0				1,510,145				1,510,145				5.25	%
PMC II			0				0				0				1,510,145				0				1,510,145				1,510,145				5.25	%

Item 5. Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

     Not applicable

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

     Not applicable

Item 8. Identification and Classification of Members of the Group

     Not applicable

Item 9. Notice of Dissolution of a Group

     Not applicable

Item 10. Certification

     Not applicable

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.

Dated: February 11, 2009
PROSPECT VENTURE PARTNERS II, L.P.
By: Prospect Management Co. II, L.L.C.
Its: General Partner
/s/ Dave Markland
Dave Markland
Attorney-in-Fact
PROSPECT ASSOCIATES II, L.P.
By: Prospect Management Co. II, L.L.C. Its: General Partner
/s/ Dave Markland
Dave Markland
Attorney-in-Fact
PROSPECT MANAGEMENT CO. II, L.L.C.
/s/ Dave Markland
Dave Markland
Attorney-in-Fact

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).