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
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*
WILSON KAREN J

(Last) (First) (Middle)
C/O JAZZ PHARMACEUTICALS PLC
CONNAUGHT HOUSE, 1 BURLINGTON RD, FL. 4

(Street)
DUBLIN 4 L2

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Jazz Pharmaceuticals plc [ JAZZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Finance & PAO
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2013
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
Ordinary Shares 03/05/2013 A(1) 6,000 A $0 23,888(2) 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
Nonstatutory Stock Option (right to buy) $59.13 03/05/2013 A 11,250 (3) 03/04/2023 Ordinary Shares 11,250 $0 11,250 D
Incentive Stock Option (right to buy) $59.13 03/05/2013 A 750 (3) 03/04/2023 Ordinary Shares 750 $0 750 D
Explanation of Responses:
1. These restricted stock units are granted pursuant to the Issuer's 2011 Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one ordinary share upon the vesting of the unit. These units vest in four equal annual installments on the anniversary of the grant date, March 5, 2013.
2. Includes 596 ordinary shares acquired under a Section 423 Employee Stock Purchase Plan on November 30, 2012.
3. These two options are granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these two options vest over four years measured from the grant date, March 5, 2013, with 1/4th vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter.
Remarks:
/s/ Larissa Schwartz as attorney in fact for Karen Wilson 03/06/2013
** 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.
POWER OF ATTORNEY



 Know all by these presents, that the undersigned hereby constitutes and appoints each

of SUZANNE SAWOCHKA HOOPER, VALERIE PIERCE, SOFIA LOU and LARISSA SCHWARTZ

signing individually, the undersigned's true and lawful attorneys-in fact and agents to:



       1) execute for and on behalf of the undersigned, an officer, director or holder of 10%

of more of a registered class of securities of Jazz Pharmaceuticals plc (the "Company"), Forms

3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended

(the "Exchange Act") and the rules thereunder;



       2) do and perform any and all acts for and on behalf of the undersigned that may be

necessary or desirable to complete and execute such Forms 3, 4 or 5, complete and execute any

amendment or amendments thereto, and timely file such forms or amendments with the U.S.

Securities and Exchange Commission and any stock exchange or similar authority; and



       3) take any other action of any nature whatsoever in connection with the foregoing

which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or

legally required by, the undersigned, it being understood that the documents executed by such

attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such

form and shall contain such terms and conditions as such attorney-in-fact may approve in such

attorney-in-fact's discretion.



 The undersigned hereby grants to each such attorney-in-fact full power and authority to

do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done

in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes

as the undersigned might or could do if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-

fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of

attorney and the rights and powers herein granted.  The undersigned acknowledges that the

foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not

assuming, nor is the Company or any of its affiliates, assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Exchange Act.



 This Power of Attorney shall remain in full force and effect until the earliest to occur of

(a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the

undersigned's holdings of and transactions in securities issued by the Company, (b) revocation

by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to

any attorney-in-fact individually, until such attorney-in-fact shall no longer be employed by the

Company or an affiliate of the Company.



      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 6th day of March 2013.

       /s/ Karen Wilson

       KAREN WILSON