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* RAETHER PAUL E (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/31/2007	3. Issuer Name and Ticker or Trading Symbol JAZZ PHARMACEUTICALS INC [ JAZZ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) X (see Footnotes 2,3 and 4)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)

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
Series B Prime Preferred Stock	(1)	(1)	Common Stock	8,614,419	(1)	I	See Footnote(2)(3)(4)
Series BB Preferred Stock Warrant (right to buy)	06/24/2005	06/24/2012	Series BB Preferred Stock	245,540	20.36	I	See Footnote(5)(6)

1. Name and Address of Reporting Person* RAETHER PAUL E (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* GOLKIN PERRY (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* HUTH JOHANNES P (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. LTD. STIRLING SQUARE 7 CARLTON GARDEN (Street) LONDON X0 SW1Y 5AD (City) (State) (Zip)

1. Name and Address of Reporting Person* FISHER TODD A (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. LTD. STIRLING SQUARE 7 CARLTON GARDEN (Street) LONDON X0 SW1Y 5AD (City) (State) (Zip)

1. Name and Address of Reporting Person* NAVAB ALEXANDAR JR (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* LIPSCHULTZ MARC S (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Garaialde Jacques (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. LTD. STIRLING SQUARE 7 CARLTON GARDEN (Street) LONDON X0 SW1Y 5AD (City) (State) (Zip)

1. Name and Address of Reporting Person* Gorenflos Reinhard (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. LTD. STIRLING SQUARE 7 CARLTON GARDEN (Street) LONDON X0 SW1Y 5AD (City) (State) (Zip)

1. Name and Address of Reporting Person* CALBERT MICHAEL M (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)

1. Name and Address of Reporting Person* NUTTALL SCOTT 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)

Explanation of Responses:

1. The Issuer's Preferred Stock will automatically convert into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date.

2. Consists of 8,577,974 shares held by KKR JP LLC and 36,445 shares held by KKR JP III LLC. All of the outstanding equity interests of KKR JP LLC are owned directly by KKR Millennium Fund L.P. KKR Millennium GP LLC is the general partner of KKR Associates Millennium L.P., which is the general partner of KKR Millennium Fund L.P. All of the outstanding equity interests of KKR JP III LLC are owned directly by KKR Partners III, L.P. KKR III GP LLC is the general partner of KKR Partners III, L.P. The entities named in this footnote are sometimes referred to as the KKR Funds. (Continued to footnote 3)

3. KKR Millennium GP LLC and KKR III GP LLC are limited liability companies, the managing members of which are Messrs. Henry R. Kravis and George R. Roberts, and the other members of which are James H. Greene, Jr., Paul E. Raether, Michael W. Michelson, Perry Golkin, Johannes P. Huth, Todd A. Fisher, Alexander Navab, Marc Lipschultz, Jacques Garaialde, Reinhard Gorenflos, Michael M. Calbert and Scott C. Nuttall.Mr. Michelson is a member of the Issuer's board of directors. Each of such individuals may be deemed to share beneficial ownership of any shares beneficially owned by KKR Millennium GP LLC and KKR III GP LLC, but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Mr. Clammer is a member of the Issuer's board of directors and is a member of KKR & Co. L.L.C., which is the general partner of Kohlberg Kravis Roberts & Co. L.P., which is an affiliate of the KKR Funds. (Continued to footnote 4)

4. Mr. Momtazee is a member of the Issuer's board of directors and is an executive of Kohlberg Kravis Roberts & Co. L.P. Mr. Patel is a member of the Issuer's board of directors and is an associate of Kohlberg Kravis Roberts & Co. L.P. Each of Messrs. Clammer, Momtazee and Patel disclaims beneficial ownership of any shares beneficially owned by the KKR Funds, except to the extent of their pecuniary interest therein. Pursuant to Instruction (5)(b)(iv) of Form 3, the Reporting Persons have elected to report as indirectly beneficially owned the entire number of securities beneficially owned by KKR JP LLC and/or KKR JP III LLC, as applicable.

5. Consists of 245,540 shares of Series BB Preferred Stock that KKR Financial Holdings III, LLC has the right to acquire through the exercise of a warrant. Upon the conversion of all of the Issuer's Preferred Stock into shares of Common Stock, the warrant shall automatically become exercisable for Common Stock on a one-for-one basis. All of the outstanding equity interests of KKR Financial Holdings III, LLC are owned by KKR Financial Holdings LLC. KKR Financial Advisors LLC is the manager of KKR Financial Holdings LLC. KKR Financial LLC is the sole member of KKR Financial Advisors LLC. Kohlberg Kravis Roberts & Co. L.P. owns a majority of the outstanding equity interests of KKR Financial LLC. KKR & Co. L.L.C. is the general partner of Kohlberg Kravis Roberts & Co. L.P. The investment committee of KKR Financial Advisors LLC reviews the investments held by KKR Financial Holdings LLC. (Continued to footnote 6)

6. Mr. Nuttall is one of four members of the investment committee, and Messrs. Kravis and Roberts are ad hoc members of the investment committee. The members of KKR & Co. L.L.C. consist of the individuals named in footnotes (2),(3) and (4) above and other executives of Kohlberg Kravis Roberts & Co. L.P. Messrs. Kravis and Roberts, as managing members of KKR & Co. L.L.C., may be deemed to share beneficial ownership of any shares beneficially owned by KKR & Co. L.L.C., but disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. The other members of KKR & Co. L.L.C. disclaim beneficial ownership of any shares beneficially owned by KKR & Co. L.L.C. Pursuant to Instruction (5)(b)(iv) of Form 3, the Reporting Persons have elected to report as indirectly beneficially owned the entire number of securities beneficially owned by KKR Financial Holdings III, LLC.

Remarks:

Due to SEC limitations on the number of joint filers that may be reported electronically on one Form 3, and in order to include additional joint filers, this Form 3 is filed as Part 2 of 3 parts.

	/s/ William J. Janetschek, as attorney-in-fact for Paul E. Raether	05/31/2007
	/s/ William J. Janetschek, as attorney-in-fact for Perry Golkin	05/31/2007
	/s/ William J. Janetschek, as attorney-in-fact for Johannes P. Huth	05/31/2007
	/s/ William J. Janetschek, as attorney-in-fact for Todd A. Fisher	05/31/2007
	/s/ William J. Janetschek, as attorney-in-fact for Alexander Navab	05/31/2007
	/s/ William J. Janetschek, as attorney-in-fact for Marc Lipschultz	05/31/2007
	/s/ William J. Janetschek, as attorney-in-fact for Jacques Garaialde	05/31/2007
	/s/ William J. Janetschek, as attorney-in-fact for Reinhard Gorenflos	05/31/2007
	/s/ William J. Janetschek, as attorney-in-fact for Michael M. Calbert	05/31/2007
	/s/ William J. Janetschek, as attorney-in-fact for Scott C. Nuttall	05/31/2007
	** 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).
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.

POWER OF ATTORNEY
Know all men by these presents that Paul E. Raether does hereby make, constitute and 
appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and 
lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, 
for and in the name, place and stead of the undersigned (both in the undersigned's 
individual capacity and as a member of any limited liability company or as a partner of 
any partnership for which the undersigned is otherwise authorized to sign), to execute and 
deliver such forms as may be required to be filed from time to time with the Securities 
and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities 
Exchange Act of 1934, as amended (the "Act"), including without limitation, Schedule 
13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection 
with any applications for EDGAR access codes, including without limitation the Form 
ID
.

                    /s/ Paul E. Raether                
                  Name:  Paul E. Raether

Date:  July 31, 2005
 
 
 
 

POWER OF ATTORNEY

Know all men by these presents that Perry Golkin does hereby make, constitute and
appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and
lawful attorney-in-fact of the undersigned with full powers of substitution and revocation,
for and in the name, place and stead of the undersigned (both in the undersigned's
individual capacity and as a member of any limited liability company or as a partner of
any partnership for which the undersigned is otherwise authorized to sign), to execute and
deliver such forms as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities
Exchange Act of 1934, as amended (the "Act"), including without limitation, Schedule
13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection
with any applications for EDGAR access codes, including without limitation the Form
ID.


	          /s/ Perry Golkin

                Name:  Perry Golkin




Date:  July 31, 2005

POWER OF ATTORNEY

Know all men by these presents that Johannes P. Huth does hereby make, constitute and
appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and
lawful attorney-in-fact of the undersigned with full powers of substitution and revocation,
for and in the name, place and stead of the undersigned (both in the undersigned's
individual capacity and as a member of any limited liability company or as a partner of
any partnership for which the undersigned is otherwise authorized to sign), to execute and
deliver such forms as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities
Exchange Act of 1934, as amended (the "Act"), including without limitation, Schedule
13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection
with any applications for EDGAR access codes, including without limitation the Form
ID.


	         /s/ Johannes P. Huth
		Name:  Johannes P. Huth




Date:  July 31, 2005

POWER OF ATTORNEY

Know all men by these presents that Todd A. Fisher does hereby make, constitute and
appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and
lawful attorney-in-fact of the undersigned with full powers of substitution and revocation,
for and in the name, place and stead of the undersigned (both in the undersigned's
individual capacity and as a member of any limited liability company or as a partner of
any partnership for which the undersigned is otherwise authorized to sign), to execute and
deliver such forms as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities
Exchange Act of 1934, as amended (the "Act"), including without limitation, Schedule
13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection
with any applications for EDGAR access codes, including without limitation the Form
ID.


	         /s/ Todd A. Fisher

		Name:  Todd A. Fisher




Date:  July 31, 2005

POWER OF ATTORNEY

Know all men by these presents that Alexander Navab does hereby make, constitute and
appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and
lawful attorney-in-fact of the undersigned with full powers of substitution and revocation,
for and in the name, place and stead of the undersigned (both in the undersigned's
individual capacity and as a member of any limited liability company or as a partner of
any partnership for which the undersigned is otherwise authorized to sign), to execute and
deliver such forms as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities
Exchange Act of 1934, as amended (the "Act"), including without limitation, Schedule
13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection
with any applications for EDGAR access codes, including without limitation the Form
ID.


	         /s/ Alexander Navab

                Name:  Alexander Navab




Date:  July 31, 2005

POWER OF ATTORNEY

Know all men by these presents that Marc S. Lipschultz does hereby make, constitute and
appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and
lawful attorney-in-fact of the undersigned with full powers of substitution and revocation,
for and in the name, place and stead of the undersigned (both in the undersigned's
individual capacity and as a member of any limited liability company or as a partner of
any partnership for which the undersigned is otherwise authorized to sign), to execute and
deliver such forms as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities
Exchange Act of 1934, as amended (the "Act"), including without limitation, Schedule
13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection
with any applications for EDGAR access codes, including without limitation the Form
ID.


	          /s/ Marc S. Lipschultz

                 Name:  Marc S. Lipschultz




Date:  July 31, 2005

POWER OF ATTORNEY
Know all men by these presents that Jacques Garaialde does hereby make, constitute and 
appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and 
lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, 
for and in the name, place and stead of the undersigned (both in the undersigned's 
individual capacity and as a member of any limited liability company or as a partner of 
any partnership for which the undersigned is otherwise authorized to sign), to execute and 
deliver such forms as may be required to be filed from time to time with the Securities 
and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities 
Exchange Act of 1934, as amended (the "Act"), including without limitation, Schedule 
13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection 
with any applications for EDGAR access codes, including without limitation the Form 

ID.

                 /s/ Jacques Garaialde
                
                Name:  Jacques Garaialde

Date:  July 31, 2005
 
 
 
 

POWER OF ATTORNEY

Know all men by these presents that Reinhard Gorenflos does hereby make, constitute
and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true
and lawful attorney-in-fact of the undersigned with full powers of substitution and
revocation, for and in the name, place and stead of the undersigned (both in the
undersigned's individual capacity and as a member of any limited liability company or as
a partner of any partnership for which the undersigned is otherwise authorized to sign), to
execute and deliver such forms as may be required to be filed from time to time with the
Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the
Securities Exchange Act of 1934, as amended (the "Act"), including without limitation,
Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in
connection with any applications for EDGAR access codes, including without limitation
the Form ID.


	         /s/ Reinhard Gorenflos

                Name:  Reinhard Gorenflos




Date:  July 31, 2005

POWER OF ATTORNEY

Know all men by these presents that Michael M. Calbert does hereby make, constitute
and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true
and lawful attorney-in-fact of the undersigned with full powers of substitution and
revocation, for and in the name, place and stead of the undersigned (both in the
undersigned's individual capacity and as a member of any limited liability company or as
a partner of any partnership for which the undersigned is otherwise authorized to sign), to
execute and deliver such forms as may be required to be filed from time to time with the
Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the
Securities Exchange Act of 1934, as amended (the "Act"), including without limitation,
Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in
connection with any applications for EDGAR access codes, including without limitation
the Form ID.


	         /s/ Michael M. Calbert

               Name:  Michael M. Calbert




Date:  July 31, 2005

POWER OF ATTORNEY

Know all men by these presents that Scott C. Nuttall does hereby make, constitute and
appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and
lawful attorney-in-fact of the undersigned with full powers of substitution and revocation,
for and in the name, place and stead of the undersigned (both in the undersigned's
individual capacity and as a member of any limited liability company or as a partner of
any partnership for which the undersigned is otherwise authorized to sign), to execute and
deliver such forms as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities
Exchange Act of 1934, as amended (the "Act"), including without limitation, Schedule
13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection
with any applications for EDGAR access codes, including without limitation the Form
ID.


	         /s/ Scott C. Nuttall

                Name:  Scott C. Nuttall




Date:  July 31, 2005