Jazz Pharmaceuticals plc — Director's Dealing 2012

Jan 19, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Jazz Pharmaceuticals plc (JAZZ)
CIK: 0001232524
Period of Report: 2012-01-19

Reporting Person: MOMTAZEE JAMES C (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13885	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (16792)		Direct

Footnotes

F1: Acquisition made in connection with the conversion of securities in the merger (the "Merger") pursuant to the Agreement and Plan of Merger and Reorganization by and among the Issuer, Jaguar Merger Sub Inc., Jazz Pharmaceuticals, Inc. and Seamus Mulligan, dated as of September 19, 2011. The effective date of the Merger is January 18, 2012. This report is being filed by the Reporting Person solely to report the acquisition of securities of the Issuer made in connection with the Merger. The Reporting Person has filed a separate Form 4 to reflect the corresponding disposition of securities of Jazz Pharmaceuticals, Inc. made in connection with the Merger.

F2: The Reporting Person is a member of the Issuer's board of directors and is an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates. The Reporting Person disclaims beneficial ownership of any securities beneficially owned by affiliates of Kohlberg Kravis Roberts & Co. L.P., except to the extent of his pecuniary interest therein.

F3: Each share of phantom stock is the economic equivalent of one ordinary share of the Issuer. The shares of phantom stock become payable in the Issuer's ordinary shares upon the earlier to occur of the tenth (10th) business day following (i) the Reporting Person's separation from service as a director or (ii) a Change of Control (as defined under the Issuer's Amended and Restated Directors Deferred Compensation Plan).