SEC Form 4 · accession 0001209191-15-065653

Jazz Pharmaceuticals plc · JAZZ

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Bruce C Cozadd

Officer — Chairman and CEO · Director

Period of report

Aug 10, 2015

Accepted (ET)

Aug 12, 2015 · 5:35 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 Shares^F2,F3	Aug 10, 2015	F	7,743	$181.48	D	299,355	D
Ordinary Shares	Aug 11, 2015	S	2,500	$177.82	D	296,855	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Incentive Stock Option (right to buy)^F6	$11.48	Aug 7, 2015	J	6,896	D	—	Mar 7, 2020	Ordinary Shares	6,896	6,895	D
Incentive Stock Option (right to buy)^F7	$46.83	Aug 7, 2015	J	1,618	D	—	Aug 8, 2022	Ordinary Shares	1,618	2,652	D
Non-Qualified Stock Option (right to buy)^F8	$46.83	Aug 7, 2015	J	89,098	D	—	Aug 8, 2022	Ordinary Shares	89,098	106,632	D
Incentive Stock Option (right to buy)^F9	$59.13	Aug 7, 2015	J	403	D	—	Mar 4, 2023	Ordinary Shares	403	1,288	D
Non-Qualified Stock Option (right to buy)^F10	$59.13	Aug 7, 2015	J	50,636	D	—	Mar 4, 2023	Ordinary Shares	50,636	72,673	D
Incentive Stock Option (right to buy)^F11	$166.62	Aug 7, 2015	J	67	D	—	Feb 26, 2024	Ordinary Shares	67	533	D
Non-Qualified Stock Option (right to buy)^F12	$166.62	Aug 7, 2015	J	17,149	D	—	Feb 26, 2024	Ordinary Shares	17,149	48,251	D

Explanation of responses

F1Shares withheld to satisfy tax obligations arising out of vesting of a portion of previously granted restricted stock units.
F10As 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.
F11As 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.
F12As 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.
F2Since 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)
F3(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.
F4This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
F5Pursuant 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.
F6The ordinary shares subject to the portion of the option representing the reporting person's remaining economic interest are fully vested.
F7As 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.
F8As 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.
F9As 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.