SEC Form 4 · accession 0001232524-18-000136
Jazz Pharmaceuticals plc · JAZZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rick E Winningham
Director
Period of report
Aug 9, 2018
Accepted (ET)
Aug 13, 2018 · 6:05 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 | Aug 9, 2018 | M | 4,500 | $81.76 | A | 15,594 | D | |
| Ordinary Shares | Aug 9, 2018 | M | 4,500 | $46.83 | A | 20,094 | D | |
| Ordinary SharesF1 | Aug 9, 2018 | S | 9,000 | $176.149 | D | 11,094 | D | |
| Ordinary Shares | Aug 9, 2018 | A | 1,495 | $0.00 | A | 12,589 | D | |
| Ordinary Shares | Aug 9, 2018 | S | 3,542 | $176.3075 | D | 9,047 | D | |
| Ordinary Shares | Aug 9, 2018 | S | 3,437 | $176.0301 | D | 5,610 | D | |
| Ordinary SharesF4 | Aug 10, 2018 | S | 660 | $176.6108 | D | 4,950 | 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)F5 | $46.83 | Aug 9, 2018 | M | 4,500 | D | — | Aug 8, 2022 | Ordinary Shares | 4,500 | 0 | D |
| Non-Qualified Stock Option (right to buy)F6 | $81.76 | Aug 9, 2018 | M | 4,500 | D | — | Aug 7, 2023 | Ordinary Shares | 4,500 | 0 | D |
| Non-Qualified Stock Option (right to buy)F7 | $177.73 | Aug 9, 2018 | A | 3,735 | A | — | Aug 8, 2028 | Ordinary Shares | 3,735 | 3,735 | D |
Explanation of responses
- F1The 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.
- F2These 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.
- F3Shares sold to satisfy tax obligations arising out of the vesting of previously granted restricted stock units.
- F4The 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.
- F5This 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.
- F6This 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.
- F7These 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.