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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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*
Mulligan Seamus

(Last) (First) (Middle)
45 FITZWILLIAM SQUARE

(Street)
DUBLIN 2 L2

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Jazz Pharmaceuticals plc [ JAZZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/09/2012
4. 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 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
Ordinary Shares, nominal value $0.0001 per share(1) 03/09/2012 S 2,000,000 D $49.56 3,291,009(1)(3)(4) D
Ordinary Shares, nominal value $0.0001 per share(2) 03/09/2012 G 864,954 D $0 2,426,055(2)(3)(4) D
Ordinary Shares, nominal value $0.0001 per share(2) 03/09/2012 G 864,954 A $0 864,954(2)(3)(4) I By Barrymore Trust
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. On March 9, 2012, the Reporting Person completed the sale of 2,000,000 ordinary shares to Barclays Capital Inc. and Citigroup Global Markets Inc., as underwriters in connection with a public offering of a total of 7,883,366 ordinary shares by certain shareholders of the Issuer, including the Reporting Person.
2. On March 9, 2012, the Reporting Person transferred for no consideration a total of 864,954 ordinary shares to The Barrymore Trust, consisting of 432,477 ordinary shares that the Reporting Person held directly and 432,477 ordinary shares that the Reporting Person held in his name on behalf of his wife, Deirdre Mallon. The Barrymore Trust is a discretionary family trust the beneficiaries of which are the Reporting Person, his wife and his children.
3. Following the consummation of the transactions described in footnotes (1) and (2), above and (4) below, the Reporting Person will beneficially own a total of 3,291,009 ordinary shares of the Issuer, consisting of 2,426,055 ordinary shares held directly by the Reporting Person and 864,954 ordinary shares held by The Barrymore Trust. See Exhibit A to this report for a discussion of the escrow arrangements to which 569,160 ordinary shares of the Reporting Person are subject.
4. The Reporting Person voluntarily reported on his Form 3 filed on January 18, 2012 that he held 400,590 ordinary shares in his name, as nominee, in trust for nineteen other individuals. Under the trust deed pursuant to which the Reporting Person held the ordinary shares, the Reporting Person had sole voting power, but no dispositive power or pecuniary interest in such shares and, accordingly, disclaimed beneficial ownership of such shares in the Form 3. On March 9, 2012, the Reporting Person resigned from his position as nominee/trustee under the trust deed and transferred for no consideration all of the 400,590 ordinary shares to a third party who agreed to act as nominee/trustee under the trust deed. Accordingly, the Reporting Person no longer has any voting power with respect to such shares. Since the Reporting Person did not have any pecuniary interest in such ordinary shares, the transfer is not reflected in Table I above in accordance with SEC rules.
/s/ Seamus Mulligan 03/12/2012
** 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.
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                                    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.