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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
JAZZ PHARMACEUTICALS INC [ JAZZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/21/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/21/2008 | P | 288,029 | A | (1) | 1,488,676 | I | By Versant Capital II, L.P.(2) | ||
Common Stock | 07/21/2008 | P | 5,476 | A | (3) | 28,260 | I | By Versant Affiliates Fund II-A, L.P.(4) | ||
Common Stock | 07/21/2008 | P | 2,517 | A | (5) | 13,247 | I | By Versant Side Fund II, L.P.(6) |
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) | 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 | ||||||||
Common Stock Warrant (right to buy) | $7.37 | 07/21/2008 | P | 129,613 | 01/21/2009 | 07/21/2014 | Common Stock | 129,613 | (1) | 129,613 | I | By Versant Capital II, L.P.(2) | |||
Common Stock Warrant (right to buy) | $7.37 | 07/21/2008 | P | 2,464 | 01/21/2009 | 07/21/2014 | Common Stock | 2,464 | (3) | 2,464 | I | By Versant Affiliates Fund II-A, L.P.(4) | |||
Common Stock Warrant (right to buy) | $7.37 | 07/21/2008 | P | 1,132 | 01/21/2009 | 07/21/2014 | Common Stock | 1,132 | (5) | 1,132 | I | By Versant Side Fund II, L.P.(6) |
Explanation of Responses: |
1. The reported securities are included within 288,029 units purchased by Versant Capital II, L.P. for $6.75625 per unit. Each unit consists of one share of Common Stock and one warrant to purchase 0.45 of a share of Common Stock. |
2. The shares are owned by Versant Capital II, L.P. Versant Ventures II, LLC is the general partner of Versant Capital II, L.P. Samuel D. Collela is a managing member of Versant Ventures II, LLC and shares voting and investment power over the shares held by Versant Capital II, L.P. The Reporting Person disclaims beneficial ownership of the shares held by Versant Capital II, L.P. except to the extent of his proportionate pecuniary interest therein. |
3. The reported securities are included within 5,476 units purchased by Versant Affiliates Fund II-A, L.P. for $6.75625 per unit. Each unit consists of one share of Common Stock and one warrant to purchase 0.45 of a share of Common Stock. |
4. The shares are owned by Versant Affiliates Fund II-A, L.P. Versant Ventures II, LLC is the general partner of Versant Affiliates Fund II-A, L.P. Samuel D. Collela is a managing member of Versant Ventures II, LLC and shares voting and investment power over the shares held by Versant Affiliates Fund II-A, L.P. The Reporting Person disclaims beneficial ownership of the shares held by Versant Affiliates Fund II-A, L.P. except to the extent of his proportionate pecuniary interest therein. |
5. The reported securities are included within 2,517 units purchased by Versant Side Fund II, L.P. for $6.75625 per unit. Each unit consists of one share of Common Stock and one warrant to purchase 0.45 of a share of Common Stock. |
6. The shares are owned by Versant Side Fund II, L.P. Versant Ventures II, LLC is the general partner of Versant Side Fund II, L.P. Samuel D. Collela is a managing member of Versant Ventures II, LLC and shares voting and investment power over the shares held by Versant Side Fund II, L.P. The Reporting Person disclaims beneficial ownership of the shares held by Versant Side Fund II, L.P. except to the extent of his proportionate pecuniary interest therein. |
Remarks: |
/s/ Samuel D. Collela | 07/21/2008 | |
** 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. |