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* Winningham Rick E (Last) (First) (Middle) C/O THERAVANCE, INC. 901 GATEWAY BLVD (Street) SOUTH SAN FRANCISCO CA 94080 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/17/2014
	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	04/17/2014		S(1)		27,500	D	$140	13,587	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

Explanation of Responses:

1. The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

Remarks:

	/s/ Larissa Schwartz as attorney in fact for Rick Winningham	04/21/2014
	** 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 (a) 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 and (b) Forms 144 in accordance with Rule 144 promulgated under the Securities Act of

1933, as amended, as such Rule may be amended from time to time (or any successor rule) ("Rule

144");



       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, 5 or 144 (collectively, the "Forms"),

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, including but not limited to executing and delivering for and on behalf of the undersigned

any seller's representation letter that may be required to be submitted to any broker effecting any sale of

securities issued by Jazz Pharmaceuticals plc (the "Company") for the account of 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 (a) Section 16 of the Exchange Act and (b) all of the

applicable conditions of the Rule 144 safe harbor with respect to a sale of securities issued by the

Company.



 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 any Forms 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 5th day of December 2013.

       /s/ Rick E Winningham

       RICK E WINNINGHAM