SEC FORM
4
SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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 APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Jazz Pharmaceuticals plc
[ JAZZ ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 03/09/2012
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Ordinary Shares, nominal value $0.0001 per share
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03/09/2012 |
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S |
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2,000,000 |
D |
$49.56
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3,291,009
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D |
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Ordinary Shares, nominal value $0.0001 per share
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03/09/2012 |
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G |
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864,954 |
D |
$0
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2,426,055
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D |
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Ordinary Shares, nominal value $0.0001 per share
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03/09/2012 |
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G |
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864,954 |
A |
$0
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864,954
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I |
By Barrymore Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of Responses: |
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/s/ Seamus Mulligan |
03/12/2012 |
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** 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
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). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
rrd302934_341913.html
Exhibit A
Of the 2,426,055 ordinary shares held directly by the Reporting Person, 569,160
ordinary shares (the "Escrow Shares") are subject to an escrow in accordance
with that certain Escrow Agreement, dated as of January
18, 2012 (the "Escrow Agreement"), among Jazz Pharmaceuticals plc
(the "Issuer"), Jazz Pharmaceuticals, Inc., the Reporting Person,
as representative of the indemnitors, and Deutsche Bank National Trust Company,
as escrow agent. The escrow shares are held by the escrow agent as security
for the indemnification obligations under that certain
Agreement and Plan of Merger and Reorganization, dated as of September 19, 2011
(the "Merger Agreement"), by and among the Issuer
(formerly known as Azur Pharma Limited), Jazz Pharmaceuticals Inc.,
Jaguar Merger Sub Inc. and the Reporting Person, as representative of the
indemnitors (as defined therein). The shareholders owning ordinary shares
subject to the escrow, including the Reporting Person, have the right to vote
the escrowed ordinary shares and to receive all dividends on the escrowed
ordinary shares, other than certain dividends paid in capital stock of
the Issuer. Any shares of capital stock of the Issuer issuable in respect of or
in exchange for any escrowed ordinary shares, whether by way of share splits,
dividends, or otherwise, will be issued in the name of the escrow agent and held
under the escrow agreement, subject to certain exceptions. The shareholders
owning ordinary shares subject to such escrow, including the Reporting
Person, are also entitled to remove their ordinary shares from the escrow
account provided they replace the removed ordinary shares with cash having an
equivalent value. The escrow agent is permitted to sell ordinary shares held in
the escrow account for the purpose of satisfying indemnification claims that may
arise from time to time upon receipt of proper instructions and direction
pursuant to the terms of the Escrow Agreement. Subject to the existence of any
pending claims, ordinary shares retained in the escrow account as of
July 18, 2013, the termination date for the escrow, will be released to the
respective owners thereof. If there are unresolved indemnification claims as
of the termination date, the escrow agent will retain a number of ordinary
shares in escrow having a value sufficient to cover the amount of such
pending claims until such claims are resolved. The escrow agent may not sell or
otherwise dispose of ordinary shares held in the escrow account other than as
described above or pursuant to joint written instructions of
Jazz Pharmaceuticals, Inc. and the Reporting Person, as indemnitors'
representative.