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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 Number: 3235-0287
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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*
O'Keefe Kenneth W
(Last) (First) (Middle)
C/O BEECKEN PETTY O' KEEFE & COMPANY
131 DEARBORN ST., SUITE 2800
(Street)
CHICAGO IL 60603
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
JAZZ PHARMACEUTICALS INC [ 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)
01/11/2012
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
Common Stock 01/11/2012 M 10,000 A $12.75 10,000 D
Common Stock 01/11/2012 F(1) 2,623 D $48.6 7,377 D
Common Stock 01/11/2012 M 10,000 A $7.84 17,377 D
Common Stock 01/11/2012 F(1) 1,613 D $48.6 15,764 D
Common Stock 01/11/2012 M 10,000 A $6.33 25,764 D
Common Stock 01/11/2012 F(1) 1,302 D $48.6 24,462 D
Common Stock 01/11/2012 M 12,500 A $8.23 36,962 D
Common Stock 01/11/2012 F(1) 2,116 D $48.6 34,846 D
Common Stock 01/11/2012 M 12,500 A $34.99 47,346 D
Common Stock 01/11/2012 F(1) 8,999 D $48.6 38,347 D
Common Stock 1,330,890 I By Fund II (as defined in footnote 2)(2)(3)
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
Option (right to buy) $12.75 01/11/2012 M 10,000 (4) 08/15/2017 Common Stock 10,000 $0 0 D
Option (right to buy) $7.84 01/11/2012 M 10,000 (5) 08/15/2018 Common Stock 10,000 $0 0 D
Option (right to buy) $6.33 01/11/2012 M 10,000 (6) 08/16/2019 Common Stock 10,000 $0 0 D
Option (right to buy) $8.23 01/11/2012 M 12,500 (7) 08/25/2020 Common Stock 12,500 $0 0 D
Option (right to buy) $34.99 01/11/2012 M 12,500 (8)(9) 11/04/2021 Common Stock 12,500 $0 0 D
Common Stock Warrant (right to buy) $7.37 01/21/2009 07/21/2014 Common Stock 91,975 91,975 I By Fund II (as defined in footnote 2)(2)(3)
Explanation of Responses:
1. Represents shares withheld by the Issuer for cashless exercise of nonstatutory stock options solely to cover exercise price.
2. As reported on prior Form 3s and Form 4s, Jazz Investors, LLC owned 1,529,684 shares and warrants to acquire an additional 91,975 shares at a per share exercise price of $7.37. On November 9, 2011, Jazz Investors, LLC distributed all such shares and warrants, without the receipt of any fees or any other consideration, to its owners pro rata based on their beneficial ownership of such securities. After such transaction, Beecken Petty O'Keefe Fund II, L.P., Beecken Petty O'Keefe QP Fund II, L.P. and Beecken Petty O'Keefe Executive Fund II, L.P. as tenants in common (collectively, "Fund II"), own 1,330,890 shares and warrants to acquire an additional 91,975 shares at a per share exercise price of $7.37.
3. Beecken Petty O'Keefe & Company II, L.P., is the general partner of Fund II and Beecken Petty O'Keefe & Company, LLC is the general partner of Beecken Petty O'Keefe & Company, II, L.P. The Reporting Person is a partner at Beecken Petty O'Keefe & Company, LLC and shares voting and investment power over the shares and warrants held by Fund II. The Reporting Person disclaims beneficial ownership of the shares and warrants held by Fund II except to the extent of his proportionate pecuniary interest therein.
4. This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2007.
5. This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2008.
6. This nonstatutory stock option vested in 12 equal monthly installments from August 17, 2009.
7. This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2010.
8. This nonstatutory stock option has a vesting schedule of 100% vesting in 12 equal monthly installments from August 15, 2011.
9. On October 24, 2011, the Board of Directors of the Issuer approved the full vesting of unvested nonstatutory stock options held by the Issuer's officers and non-employee directors, including the Reporting Person. Such vesting acceleration became effective on December 13, 2011.
Remarks:
/s/ Carol A. Gamble as attorney-in-fact for Kenneth W. O'Keefe 01/13/2012
** 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).
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