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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*
COZADD BRUCE C
(Last) (First) (Middle)
C/O JAZZ PHARMACEUTICALS, INC.
3180 PORTER DRIVE
(Street)
PALO ALTO CA 94304
(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
X Officer (give title below) Other (specify below)
Chairman and CEO
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 148,218 A $15.09 437,229 D
Common Stock 01/11/2012 F(1) 93,725 D $48.6 343,504 D
Common Stock 01/11/2012 M 49,408 A $30.18 392,912 D
Common Stock 01/11/2012 F(1) 39,422 D $48.6 353,490 D
Common Stock 01/11/2012 M 49,408 A $45.27 402,898 D
Common Stock 01/11/2012 F(1) 47,602 D $48.6 355,296 D
Common Stock 01/11/2012 M 28,079 A $19.37 383,375 D
Common Stock 01/11/2012 F(1) 17,477 D $48.6 365,898 D
Common Stock 01/11/2012 M 99,460 A $7.96 465,358 D
Common Stock 01/11/2012 F(1) 54,744 D $48.6 410,614 D
Common Stock 01/11/2012 M 199,818 A $1.25 610,432 D
Common Stock 01/11/2012 F(1) 96,014 D $48.6 514,418 D
Common Stock 01/11/2012 M 122,580 A $11.48 636,998 D
Common Stock 01/11/2012 F(1) 72,659 D $48.6 564,339 D
Common Stock 01/11/2012 M 140,000 A $27.46 704,339 D
Common Stock 01/11/2012 F(1) 107,528 D $48.6 596,811 D
Common Stock 11/16/2011 G 50,000 D $0 546,811 D
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) $15.09 01/11/2012 M 148,218 (2) 02/17/2014 Common Stock 148,218 $0 15,902 D
Option (right to buy) $30.18 01/11/2012 M 49,408 (3) 02/17/2014 Common Stock 49,408 $0 5,299 D
Option (right to buy) $45.27 01/11/2012 M 49,408 (3) 02/17/2014 Common Stock 49,408 $0 5,299 D
Option (right to buy) $19.37 01/11/2012 M 28,079 (4)(9) 02/26/2017 Common Stock 28,079 $0 12,583 D
Option (right to buy) $7.96 01/11/2012 M 99,460 (5)(9) 05/15/2018 Common Stock 99,460 $0 7,040 D
Option (right to buy) $1.25 01/11/2012 M 199,818 (6)(9) 01/20/2019 Common Stock 199,818 $0 182 D
Option (right to buy) $11.48 01/11/2012 M 122,580 (7)(9) 03/07/2020 Common Stock 122,580 $0 17,420 D
Option (right to buy) $27.46 01/11/2012 M 140,000 (8)(9) 03/09/2021 Common Stock 140,000 $0 0 D
Explanation of Responses:
1. Represents shares withheld by the Issuer for cashless exercise of nonstatutory stock options solely to cover exercise price and required withholding taxes.
2. This option, consisting of a nonstatutory stock option exercisable for 148,218 shares of common stock and an incentive stock option exercisable for 15,902 shares of common stock, vested one fourth on February 18, 2005, one eighth on August 18, 2005, and the remainder in 30 equal monthly installments thereafter.
3. This option, consisting of a nonstatutory stock option exercisable for 49,408 shares of common stock and an incentive stock option exercisable for 5,299 shares of common stock, vested one fourth on February 18, 2005, one eighth on August 18, 2005, and the remainder in 30 equal monthly installments thereafter.
4. This option, consisting of a nonstatutory stock option exercisable for 28,079 shares of common stock and an incentive stock option exercisable for 12,583 shares of common stock, has a vesting schedule of one third vested on February 27, 2010 and the remainder vesting in 24 equal monthly installments thereafter.
5. This option, consisting of a nonstatutory stock option exercisable for 99,460 shares of common stock and an incentive stock option exercisable for 7,040 shares of common stock, has a vesting schedule of one half vested on April 8, 2010 and the remainder vesting in 24 equal monthly installments thereafter.
6. This option, consisting of a nonstatutory stock option exercisable for 199,818 shares of common stock and an incentive stock option exercisable for 182 shares of common stock, has a vesting schedule of one third vested on January 21, 2010 and the remainder vesting in 24 equal monthly installments thereafter.
7. This option, consisting of a nonstatutory stock option exercisable for 122,580 shares of common stock and an incentive stock option exercisable for 17,420 shares of common stock, has a vesting schedule of one fourth vested on March 8, 2011 and the remainder vesting in 36 equal monthly installments thereafter.
8. This nonstatutory stock option has a vesting schedule of one fourth vesting on March 1, 2012 and the remainder vesting in 36 equal monthly installments thereafter.
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/ Bruce C. Cozadd 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).
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.