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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
THOMA CRESSEY EQUITY PARTNERS INC

(Last) (First) (Middle)
SEARS TOWER, 92ND FLOOR
22 SOUTH WACKER DRIVE

(Street)
CHICAGO IL 60606

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/06/2007
4. 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 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 06/06/2007 C 1,987,942 A (1) 1,987,942 I See footnote(2)(3)
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
Series B Preferred Stock (1) 06/06/2007 C 1,987,942 (1) (1) Common Stock 1,987,942 $0 0 I See footnote(2)(3)
1. Name and Address of Reporting Person*
THOMA CRESSEY EQUITY PARTNERS INC

(Last) (First) (Middle)
SEARS TOWER, 92ND FLOOR
22 SOUTH WACKER DRIVE

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA CRESSEY FUND VII LP

(Last) (First) (Middle)
SEARS TOWER, 92ND FLOOR
22 SOUTH WACKER DRIVE

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Thoma Cressey Friends Fund VII, L.P.

(Last) (First) (Middle)
SEARS TOWER, 92ND FLOOR
22 SOUTH WACKER DRIVE

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRESSEY BRYAN C

(Last) (First) (Middle)
C/O THOMA CRESSEY BRAVO, SEARS TOWER
92ND FLOOR, 22 SOUTH WALKER DRIVE

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
Explanation of Responses:
1. The Issuer's Preferred Stock automatically converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering and had no expiration date.
2. Consists of 1,957,380 shares held by Thoma Cressey Fund VII, LP and 30,562 shares held by Thoma Cressey Friends Fund VII, LP. 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.
3. See attached joint filer information.
/s/ Bryan C. Cressey for THOMA CRESSEY BRAVO, INC. 06/06/2007
/s/ Bryan C. Cressey for THOMA CRESSEY FUND VII, L.P. 06/06/2007
/s/ Bryan C. Cressey for THOMA CRESSEY FRIENDS FUND VII, L.P. 06/06/2007
/s/ Bryan C. Cressey 06/06/2007
** 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 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.
rrd141877_160523.html


                                   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
    -----------------------
   Bryan C. Cressey
   Partner

THOMA CRESSEY FUND VII, L.P.

By: /s/ Bryan C. Cressey
    ----------------------
    Bryan C. Cressey
    Partner

THOMA CRESSEY FRIENDS FUND VII, L.P.

By: /s/ Bryan C. Cressey
    -----------------------
    Bryan C. Cressey
    Partner

    /s/ Bryan C. Cressey
   ----------------
   Bryan C. Cressey