Jazz Pharmaceuticals plc — Director's Dealing 2012

Jan 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JAZZ PHARMACEUTICALS INC (JAZZ)
CIK: 0001232524
Period of Report: 2012-01-11

Reporting Person: O'Keefe Kenneth W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-11	Common Stock	M	10000	$12.75	Acquired	10000	Direct
2012-01-11	Common Stock	F	2623	$48.60	Disposed	7377	Direct
2012-01-11	Common Stock	M	10000	$7.84	Acquired	17377	Direct
2012-01-11	Common Stock	F	1613	$48.60	Disposed	15764	Direct
2012-01-11	Common Stock	M	10000	$6.33	Acquired	25764	Direct
2012-01-11	Common Stock	F	1302	$48.60	Disposed	24462	Direct
2012-01-11	Common Stock	M	12500	$8.23	Acquired	36962	Direct
2012-01-11	Common Stock	F	2116	$48.60	Disposed	34846	Direct
2012-01-11	Common Stock	M	12500	$34.99	Acquired	47346	Direct
2012-01-11	Common Stock	F	8999	$48.60	Disposed	38347	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-11	Option (right to buy)	$12.75	M	10000	Disposed	2017-08-15	Common Stock (10000)	Direct
2012-01-11	Option (right to buy)	$7.84	M	10000	Disposed	2018-08-15	Common Stock (10000)	Direct
2012-01-11	Option (right to buy)	$6.33	M	10000	Disposed	2019-08-16	Common Stock (10000)	Direct
2012-01-11	Option (right to buy)	$8.23	M	12500	Disposed	2020-08-25	Common Stock (12500)	Direct
2012-01-11	Option (right to buy)	$34.99	M	12500	Disposed	2021-11-04	Common Stock (12500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1330890	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrant (right to buy)	$7.37	2014-07-21	Common Stock (91975)	91975	Indirect

Footnotes

F1: Represents shares withheld by the Issuer for cashless exercise of nonstatutory stock options solely to cover exercise price.

F2: As reported on prior Form 3s and Form 4s, Jazz Investors, LLC owned 1,529,684 shares and warrants to acquire an additional 91,975 shares at a per share exercise price of $7.37. On November 9, 2011, Jazz Investors, LLC distributed all such shares and warrants, without the receipt of any fees or any other consideration, to its owners pro rata based on their beneficial ownership of such securities. After such transaction, Beecken Petty O'Keefe Fund II, L.P., Beecken Petty O'Keefe QP Fund II, L.P. and Beecken Petty O'Keefe Executive Fund II, L.P. as tenants in common (collectively, "Fund II"), own 1,330,890 shares and warrants to acquire an additional 91,975 shares at a per share exercise price of $7.37.

F3: Beecken Petty O'Keefe & Company II, L.P., is the general partner of Fund II and Beecken Petty O'Keefe & Company, LLC is the general partner of Beecken Petty O'Keefe & Company, II, L.P. The Reporting Person is a partner at Beecken Petty O'Keefe & Company, LLC and shares voting and investment power over the shares and warrants held by Fund II. The Reporting Person disclaims beneficial ownership of the shares and warrants held by Fund II except to the extent of his proportionate pecuniary interest therein.

F4: This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2007.

F5: This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2008.

F6: This nonstatutory stock option vested in 12 equal monthly installments from August 17, 2009.

F7: This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2010.

F8: This nonstatutory stock option has a vesting schedule of 100% vesting in 12 equal monthly installments from August 15, 2011.

F9: On October 24, 2011, the Board of Directors of the Issuer approved the full vesting of unvested nonstatutory stock options held by the Issuer's officers and non-employee directors, including the Reporting Person. Such vesting acceleration became effective on December 13, 2011.