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: Cox Russell J. (SVP, Sales and Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-18	Common Stock	D	19005	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-18	Incentive Stock Option (right to buy)	$8.23	D	45200	Disposed	2020-08-24	Common Stock (45200)	Direct

Footnotes

F1: Disposition 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 Jazz Pharmaceuticals plc (formerly Azur Pharma Public Limited Company), 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 disposition of securities of Jazz Pharmaceuticals, Inc. made in connection with the Merger. The Reporting Person will file a separate Form 4 to reflect the corresponding acquisition of securities of Jazz Pharmaceuticals plc made in connection with the Merger.

F2: Shares of common stock converted in connection with the Merger into an equal number of ordinary shares of Jazz Pharmaceuticals plc having a market value, based on the closing price of Jazz Pharmaceuticals plc's ordinary shares on the effective date of the Merger, of $47.34 per share.

F3: This option has a vesting schedule of one fourth vested on July 21, 2011 and the remainder vesting in 36 equal monthly installments thereafter.

F4: Options assumed/converted in connection with the Merger into options to acquire the same number of ordinary shares of Jazz Pharmaceuticals plc at the same exercise price and on substantially the same terms.