SEC Form 4 · accession 0001209191-15-065325
Jazz Pharmaceuticals plc · JAZZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick G Enright
Director
Period of report
Aug 7, 2015
Accepted (ET)
Aug 11, 2015 · 5:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001232524
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | Aug 7, 2015 | A | 1,310 | $0.00 | A | 2,960 | D | |
| Ordinary Shares | Aug 10, 2015 | S | 797 | $179.98 | D | 2,163 | D | |
| Ordinary Shares | Aug 10, 2015 | S | 4 | $183.36 | D | 2,159 | D | |
| Ordinary SharesF4 | Aug 10, 2015 | S | 196 | $180.05 | D | 284,108 | I | By Longitude Venture Partners, L.P. |
| Ordinary SharesF5,F4 | Aug 10, 2015 | S | 7,362 | $181.71 | D | 276,746 | I | By Longitude Venture Partners, L.P. |
| Ordinary SharesF6,F4 | Aug 10, 2015 | S | 1,177 | $182.68 | D | 275,569 | I | By Longitude Venture Partners, L.P. |
| Ordinary SharesF7,F4 | Aug 10, 2015 | S | 1,069 | $183.77 | D | 274,500 | I | By Longitude Venture Partners, L.P. |
| Ordinary SharesF4 | Aug 10, 2015 | S | 4 | $180.05 | D | 5,692 | I | By Longitude Capital Associates, L.P. |
| Ordinary SharesF5,F4 | Aug 10, 2015 | S | 148 | $181.71 | D | 5,544 | I | By Longitude Capital Associates, L.P. |
| Ordinary SharesF6,F4 | Aug 10, 2015 | S | 23 | $182.69 | D | 5,521 | I | By Longitude Capital Associates, L.P. |
| Ordinary SharesF8,F4 | Aug 10, 2015 | S | 21 | $183.75 | D | 5,500 | I | By Longitude Capital Associates, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonstatutory Stock Option (right to buy)F9 | $181.79 | Aug 7, 2015 | A | 3,415 | A | — | Aug 6, 2025 | Ordinary Shares | 3,415 | 3,415 | D |
Explanation of responses
- F1These restricted stock units are granted pursuant to the Issuer's 2007 Equity Incentive 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 July 30, 2016.
- F2Shares sold to satisfy tax obligations arising out of the vesting of previously granted restricted stock units.
- F3Sale effected pursuant to a Rule 10b5-1 trading plan.
- F4The Reporting Person is a managing member of Longitude Capital Partners, LLC, the general partner of each of Longitude Venture Partners, L.P. and Longitude Capital Associates, L.P. The Reporting Person disclaims beneficial ownership of the securities of the Issuer held by Longitude Venture Partners, L.P. and Longitude Capital Associates, L.P. except to the extent of his pecuniary interest therein.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.33 to $182.32, 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.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.35 to $183.03, 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.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.45 to $184.30, 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.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.45 to $184.05, 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.
- F9This option is granted pursuant to the Issuer's 2007 Non-Employee Directors Stock Option Plan. Subject to the Reporting Person's continuous service and certain additional conditions, this option vests in 12 equal monthly installments beginning on August 1, 2015.