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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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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 PLC,
CONNAUGHT HOUSE, 1 BURLINGTON RD., FL. 4
(Street)
DUBLIN L2 4
(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
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2015
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 08/10/2015 F(1) 7,743 D $181.48 299,355(2)(3) D
Ordinary Shares 08/11/2015 S(4) 2,500 D $177.82 296,855 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
Incentive Stock Option (right to buy) $11.48 08/07/2015 J(5) V 6,896 (6) 03/07/2020 Ordinary Shares 6,896 $0.00 6,895 D
Incentive Stock Option (right to buy) $46.83 08/07/2015 J(5) V 1,618 (7) 08/08/2022 Ordinary Shares 1,618 $0.00 2,652 D
Non-Qualified Stock Option (right to buy) $46.83 08/07/2015 J(5) V 89,098 (8) 08/08/2022 Ordinary Shares 89,098 $0.00 106,632 D
Incentive Stock Option (right to buy) $59.13 08/07/2015 J(5) V 403 (9) 03/04/2023 Ordinary Shares 403 $0.00 1,288 D
Non-Qualified Stock Option (right to buy) $59.13 08/07/2015 J(5) V 50,636 (10) 03/04/2023 Ordinary Shares 50,636 $0.00 72,673 D
Incentive Stock Option (right to buy) $166.62 08/07/2015 J(5) V 67 (11) 02/26/2024 Ordinary Shares 67 $0.00 533 D
Non-Qualified Stock Option (right to buy) $166.62 08/07/2015 J(5) V 17,149 (12) 02/26/2024 Ordinary Shares 17,149 $0.00 48,251 D
Explanation of Responses:
1. Shares withheld to satisfy tax obligations arising out of vesting of a portion of previously granted restricted stock units.
2. Since the date of the reporting person's last ownership report and prior to the date of the transactions reported in Table I, 186,591 ordinary shares that were previously reported as directly owned ordinary shares by the reporting person were transferred outright to the reporting person's spouse pursuant to a domestic relations order ("DRO") in connection with a divorce. In addition, pursuant to the DRO, the reporting person's economic interest in the following securities was transferred to his spouse: (i) 20,000 ordinary shares retained by the reporting person that are subject to a Rule 10b5-1 trading plan adopted by the reporting person (the "10b5-1 Plan") and (ii) restricted stock units covering a total of 28,535 ordinary shares (the "RSU shares"), which were previously reported as directly owned ordinary shares by the reporting person. (Continued to footnote 3)
3. (Continued from footnote 2) While the reporting person retained the ordinary shares subject to the 10b5-1 Plan and such restricted stock units, the reporting person's spouse will receive the economic benefit from, and the reporting person will have no discretion with respect to, such securities. Accordingly, the reporting person has excluded these securities from this Form 4 and will not report beneficial ownership of or dispositions of these securities (including the RSU shares) in future Section 16(a) reports. Likewise, the number of ordinary shares reported as withheld to satisfy tax obligations in Table I does not include the shares withheld with respect to the portion of the restricted stock units representing the spouse's transferred economic interest, and the number of ordinary shares reported as being sold pursuant to the 10b5-1 Plan in Table I of this report also does not include the portion of the sold shares representing the spouse's transferred economic interest.
4. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
5. Pursuant to the DRO referenced in footnote (2), a portion of the reporting person's economic interest in this option was transferred to the reporting person's spouse. While this option was retained by the reporting person, the reporting person's spouse will receive the economic benefit from, and has sole discretion with respect to, the portion of the option representing the spouse's transferred economic interest, including exercises thereof and sales of the ordinary shares underlying such portion. Accordingly, the reporting person will not report beneficial ownership of or dispositions of the portion of the option representing the spouse's transferred economic interest, nor will the reporting person report beneficial ownership of or acquisitions or dispositions of the underlying ordinary shares, in future Section 16(a) filings.
6. The ordinary shares subject to the portion of the option representing the reporting person's remaining economic interest are fully vested.
7. As of the date of this report, the ordinary shares subject to the portion of the option representing the reporting person's remaining economic interest are vested with respect to 780 shares and will vest in monthly installments with respect to 1,872 shares from September 9, 2015 to August 9, 2016.
8. As of the date of this report, the ordinary shares subject to the portion of the option representing the reporting person's remaining economic interest are vested with respect to 75,824 shares and will vest in monthly installments with respect to 30,808 shares from September 9, 2015 to August 9, 2016.
9. As of the date of this report, the ordinary shares subject to the portion of the option representing the reporting person's remaining economic interest will vest in monthly installments with respect to 1,288 shares from January 5, 2017 to March 5, 2017.
10. As of the date of this report, the ordinary shares subject to the portion of the option representing the reporting person's remaining economic interest are vested with respect to 38,974 shares and will vest in monthly installments with respect to 33,699 shares from September 5, 2015 to March 5, 2017.
11. As of the date of this report, the ordinary shares subject to the portion of the option representing the reporting person's remaining economic interest will vest in monthly installments with respect to 533 shares from January 27, 2018 to February 27, 2018.
12. As of the date of this report, the ordinary shares subject to the portion of the option representing the reporting person's remaining economic interest are vested with respect to 13,607 shares and will vest in monthly installments with respect to 34,644 shares from August 27, 2015 to February 27, 2018.
Remarks:
/s/ Larissa Schwartz as attorney in fact for Bruce C. Cozadd 08/12/2015
** 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, KAREN EBERLE 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 30th day of July 2015.
							/s/ Bruce C. Cozadd
							Bruce C. Cozadd