SEC Form 4 · accession 0001232524-18-000148
Jazz Pharmaceuticals plc · JAZZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth W O'Keefe
Director
Period of report
Aug 9, 2018
Accepted (ET)
Aug 13, 2018 · 6:42 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 | A | 1,495 | $0.00 | A | 5,110 | D | |
| Ordinary SharesF3 | Aug 10, 2018 | S | 660 | $176.6106 | D | 4,450 | D | |
| Ordinary SharesF4 | holding | — | — | — | 11,195 | I | by Trust |
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 | $177.73 | Aug 9, 2018 | A | 3,735 | A | — | Aug 8, 2028 | Ordinary Shares | 3,735 | 3,735 | D |
Explanation of responses
- F1These 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.
- F2Shares sold to satisfy tax obligations arising out of the vesting of previously granted restricted stock units.
- F3Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $176.61 to $176.9814. 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.
- F4Shares are held for the benefit of The Kenneth W. O'Keefe Trust U/A/D 2/12/1997, of which the reporting person is both trustee and beneficiary.
- F5These 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.