Jazz Pharmaceuticals plc — Director's Dealing 2012

Jan 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Jazz Pharmaceuticals plc (JAZZ)
CIK: 0001232524
Period of Report: 2012-01-18

Reporting Person: O'Keefe Kenneth W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-18	Ordinary Shares	A	38347	—	Acquired	38347	Direct
2012-01-18	Ordinary Shares	A	1330890	—	Acquired	1330890	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-18	Phantom Stock	$	A	22249	Acquired		Ordinary Shares (22249)	Direct
2012-01-18	Warrant (right to buy)	$7.37	A	91975	Acquired	2014-07-21	Ordinary Shares (91975)	Indirect

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, solely in his capacity as indemnitors' representative. 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: Received in exchange for an equal number of shares of Jazz Pharmaceuticals, Inc. common stock in connection with the Merger. On the effective date of the Merger, the closing price of JAZZ was $47.34 per share.

F3: 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") is the holder. 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 the warrant held by Fund II except to the extent of his proportionate pecuniary interest therein.

F4: 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).

F5: Received in the Merger in exchange for, and having substantially the same terms as, shares of phantom stock of Jazz Pharmaceuticlas, Inc.

F6: Received in the Merger in exchange for a warrant to acquire the same number of shares of common stock of Jazz Pharmaceuticals, Inc. at the same exercise price and on substantially the same terms.