SEC Form 4 · accession 0001232524-17-000185
Jazz Pharmaceuticals plc · JAZZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick G Enright
Director
Period of report
Dec 11, 2017
Accepted (ET)
Dec 13, 2017 · 5:52 pm EST
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 SharesF2 | Dec 11, 2017 | M | 4,500 | $46.83 | A | 20,839 | D | |
| Ordinary Shares | Dec 11, 2017 | M | 4,500 | $81.76 | A | 25,339 | D | |
| Ordinary SharesF3 | Dec 11, 2017 | S | 800 | $138.145 | D | 24,539 | D | |
| Ordinary SharesF4 | Dec 11, 2017 | S | 5,358 | $139.5616 | D | 19,181 | D | |
| Ordinary SharesF5 | Dec 11, 2017 | S | 2,842 | $140.4977 | D | 16,339 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F6 | $46.83 | Dec 11, 2017 | M | 4,500 | D | — | Aug 8, 2022 | Ordinary Shares | 4,500 | 0 | D |
| Non-employee director stock optionF7,F8 | $81.76 | Dec 11, 2017 | M | 4,500 | D | — | Aug 7, 2023 | Ordinary Shares | 4,500 | 0 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F2Includes 14,974 shares received as a pro rata liquidating distribution from Longitude Venture Partners, L.P. ("Longitude Venture") and Longitude Capital Associates, L.P. ("Longitude Capital") to their respective partners. In prior reports, the Reporting Person reported indirect ownership of the Issuer's securities held by Longitude Venture and Longitude Capital but disclaimed beneficial ownership except to the extent of his pecuniary interest therein. The Reporting Person is a managing member of Longitude Capital Partners, LLC, the general partner of each of Longitude Venture and Longitude Capital.
- F3Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $137.8000 to $138.6800. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.
- F4Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $139.1000 to $140.0800. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.
- F5Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $140.1700 to $141.1000. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.
- F6This 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.
- F7This Security is a non-qualified stock option (right to buy).
- F8This non-qualified stock option was granted on August 8, 2013 and vested over a period of one year beginning on September 1, 2013. The options were fully vested as of August 1, 2014.