View:
Download DOC
Download PDF
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*
Winningham Rick E
(Last) (First) (Middle)
5TH FL, WATERLOO EXCHANGE
WATERLOO RD
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2018
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 08/09/2018 M 4,500 A $81.76 15,594 D
Ordinary Shares 08/09/2018 M 4,500 A $46.83 20,094 D
Ordinary Shares 08/09/2018 S 9,000 D $176.149(1) 11,094 D
Ordinary Shares 08/09/2018 A(2) 1,495 A $0.0 12,589 D
Ordinary Shares 08/09/2018 S 3,542 D $176.3075 9,047 D
Ordinary Shares 08/09/2018 S 3,437 D $176.0301 5,610 D
Ordinary Shares 08/10/2018 S(3) 660 D $176.6108(4) 4,950 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
Non-Qualified Stock Option (right to buy) $46.83 08/09/2018 M 4,500 (5) 08/08/2022 Ordinary Shares 4,500 $0.0 0 D
Non-Qualified Stock Option (right to buy) $81.76 08/09/2018 M 4,500 (6) 08/07/2023 Ordinary Shares 4,500 $0.0 0 D
Non-Qualified Stock Option (right to buy) $177.73 08/09/2018 A 3,735 (7) 08/08/2028 Ordinary Shares 3,735 $0.0 3,735 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.14 to $176.22, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
2. These restricted stock units are granted pursuant to the Issuer's 2007 Non-Employee Directors Stock Award Plan. Each restricted stock unit represents a contingent right to receive one ordinary share upon the vesting of the unit. Subject to the Reporting Person's continuous service and certain additional conditions, these units will vest in full on August 2, 2019.
3. Shares sold to satisfy tax obligations arising out of the vesting of previously granted restricted stock units.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.61 to $177.1555, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
5. This non-qualified stock option was granted on August 9, 2012 and vested over a period of one year from the grant date. The options were fully vested as of August 9, 2013.
6. This non-qualified stock option was granted on August 8, 2013 and vested over a period of one year from September 1, 2013. The options were fully vested as of August 1, 2014.
7. These options are granted pursuant to the Issuer's 2007 Non-Employee Directors Stock Award Plan. Subject to the Reporting Person's continuous service and certain additional conditions, these options will vest in 12 equal monthly installments beginning on September 1, 2018.
By: /s/Peter A Christou, as attorney in fact For: Rick E Winningham 08/13/2018
** 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, PETER A. CHRISTOU AND DORIS CHOI, 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 4th day of August 2016.
/s/ Rick E. Winningham
RICK E. WINNINGHAM