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* MOMTAZEE JAMES C (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 2800 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/19/2012	3. Issuer Name and Ticker or Trading Symbol Jazz Pharmaceuticals plc [ JAZZ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 01/19/2012
			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)
Ordinary Shares	13,885(2)	D(3)

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
Phantom Stock	(4)	(4)	Ordinary Shares	17,507(1)	(4)	D(3)

Explanation of Responses:

1. This is an amendment to a Form 3 filed by the Reporting Person on January 19, 2012. The original Form 3 incorrectly stated the number of shares of Phantom Stock acquired in the Merger (as defined in footnote 2 below). This amendment is being filed solely to correct the error in the original Form 3.

2. Acquisition made in connection with the conversion of securities in the merger (the "Merger") pursuant to the Agreement and Plan of Merger and Reorganization by and among the Issuer, Jaguar Merger Sub Inc., Jazz Pharmaceuticals, Inc. and Seamus Mulligan, dated as of September 19, 2011. The effective date of the Merger is January 18, 2012. This report is being filed by the Reporting Person solely to report the acquisition of securities of the Issuer made in connection with the Merger. The Reporting Person has filed a separate Form 4 to reflect the corresponding disposition of securities of Jazz Pharmaceuticals, Inc. made in connection with the Merger.

3. The Reporting Person is a member of the Issuer's board of directors and is an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates. The Reporting Person disclaims beneficial ownership of any securities beneficially owned by affiliates of Kohlberg Kravis Roberts & Co. L.P., except to the extent of his pecuniary interest therein.

4. Each share of phantom stock is the economic equivalent of one ordinary share of the Issuer. The shares of phantom stock become payable in the Issuer's ordinary shares upon the earlier to occur of the tenth (10th) business day following (i) the Reporting Person's separation from service as a director or (ii) a Change of Control (as defined under the Issuer's Amended and Restated Directors Deferred Compensation Plan).

	/s/ Richard J. Kreider Name: Richard J. Kreider Title: Attorney-in-fact for James C. Momtazee, Authorized Signatory	03/15/2012
	** 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 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).
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                               POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby constitutes and
appoints each of CAROL A. GAMBLE, PETER SOPARKAR, GINGER LEVY, and SOFIA LOU
signing individually, the undersigned's true and lawful attorneys-in fact and
agents to:

      (1)	execute for and on behalf of the undersigned, an officer, director
or holder of 10% of more of a registered class of securities of Jazz
Pharmaceuticals plc (the "Company"), Forms 3, 4 and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the rules thereunder;

      (2)	do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to complete and execute such
Forms 3, 4 or 5, complete and execute any amendment or amendments thereto, and
timely file such forms or amendments with the U.S. Securities and Exchange
Commission and any stock exchange or similar authority; and

      (3)	take any other action of any nature whatsoever in connection with
the foregoing which, in the opinion of such attorney- in-fact, may be of
benefit, in the best interest of, or legally required by, the undersigned,
it being understood that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney shall be
in such form and shall contain such terms and conditions as such attorney-
in-fact may approve in such attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file
Forms 3, 4 and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, (b) revocation by the
undersigned in a signed writing delivered to the foregoing attorneys-in-
fact or (c) as to any attorney-in-fact individually, until such attorney-
in-fact shall no longer be employed by the Company.

      IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be
executed as of this 18th day of January, 2012


                                       /s/  James C. Momtazee
                                       ---------------------------------
                                       JAMES C. MOMTAZEE