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 APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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*
SEARS TOWER, 92ND FLOOR |
22 SOUTH WACKER DRIVE |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
JAZZ PHARMACEUTICALS INC
[ JAZZ ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 06/06/2007
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
06/06/2007 |
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C |
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1,987,942 |
A |
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1,987,942 |
I |
See footnote
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series B Preferred Stock |
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06/06/2007 |
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C |
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1,987,942 |
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Common Stock |
1,987,942 |
$0
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0 |
I |
See footnote
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1. Name and Address of Reporting Person*
SEARS TOWER, 92ND FLOOR |
22 SOUTH WACKER DRIVE |
(Street)
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1. Name and Address of Reporting Person*
SEARS TOWER, 92ND FLOOR |
22 SOUTH WACKER DRIVE |
(Street)
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1. Name and Address of Reporting Person*
SEARS TOWER, 92ND FLOOR |
22 SOUTH WACKER DRIVE |
(Street)
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1. Name and Address of Reporting Person*
C/O THOMA CRESSEY BRAVO, SEARS TOWER |
92ND FLOOR, 22 SOUTH WALKER DRIVE |
(Street)
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Explanation of Responses: |
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/s/ Bryan C. Cressey for THOMA CRESSEY BRAVO, INC. |
06/06/2007 |
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/s/ Bryan C. Cressey for THOMA CRESSEY FUND VII, L.P. |
06/06/2007 |
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/s/ Bryan C. Cressey for THOMA CRESSEY FRIENDS FUND VII, L.P. |
06/06/2007 |
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/s/ Bryan C. Cressey |
06/06/2007 |
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** 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. |
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Exhibit 99
FORM 4 JOINT FILER INFORMATION
Name of
"Reporting Persons": Thoma Cressey Bravo, Inc.
Thoma Cressey Fund VII, LP
Thoma Cressey Friends Fund VII, LP
Bryan C. Cressey
Address: Sears Tower, 92nd Floor, 22 South Wacker Drive,
Chicago, IL 60606
Designated Filer: Thoma Cressey Bravo, Inc.
Issuer and Ticker Symbol: Jazz Pharmaceuticals, Inc. (JAZZ)
Date of Event: June 6, 2007
The nature of indirect beneficial ownership is as follows: Bryan C. Cressey,
Orlando Bravo, Lee Mitchell and Carl Thoma are partners of Thoma Cressey Bravo,
Inc., which is the general partner of each of Thoma Cressey Fund VII, LP and
Thoma Cressey Friends Fund VII, LP., or the Thoma Cressey Funds, and are deemed
to have shared voting and investment power over the shares held by the Thoma
Cressey Funds. Each of Messrs. Cressey, Bravo, Mitchell and Thoma disclaim
beneficial ownership of the shares held by the Thoma Cressey Funds, except to
the extent of each of their pecuniary interest therein. Pursuant to Instruction
(4)(b)(iv) of Form 4, the Reporting Persons have elected to report as indirectly
beneficially owned the entire number of securities beneficially owned by such
corporation. The Reporting Persons disclaims beneficial ownership of any
securities, and proceeds thereof, that exceed his or her pecuniary interest
therein, and/or that are not actually distributed to him or her.
The filing of this statement shall not be deemed an admission that, for purposes
of Section 16 of the Securities Exchange Act of 1934, or otherwise, any of the
Reporting Persons are the beneficial owners of all of the equity securities
covered by this statement.
Each of the Reporting Persons listed above hereby designates Thoma Cressey
Bravo, Inc. as its designated filer of Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder.
Each Reporting Person hereby appoints Bryan C. Cressey as its attorney in fact
for the purpose of making reports relating to transactions in Jazz
Pharmaceuticals, Inc. Common Stock.
THOMA CRESSEY BRAVO, INC.
By: /s/ Bryan C. Cressey
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Bryan C. Cressey
Partner
THOMA CRESSEY FUND VII, L.P.
By: /s/ Bryan C. Cressey
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Bryan C. Cressey
Partner
THOMA CRESSEY FRIENDS FUND VII, L.P.
By: /s/ Bryan C. Cressey
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Bryan C. Cressey
Partner
/s/ Bryan C. Cressey
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Bryan C. Cressey