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: CRESSEY BRYAN C (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
2012-01-13	Common Stock	X	135841	$7.37	Acquired	2395091	Indirect
2012-01-13	Common Stock	S	112844	$43.535	Disposed	2282247	Indirect
2012-01-13	Common Stock	X	2121	$7.37	Acquired	37396	Indirect
2012-01-13	Common Stock	S	1761	$43.535	Disposed	35635	Indirect

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	2008-08-15	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
2012-01-13	Common Stock Warrant (right to buy)	$7.37	X	135841	Disposed	2014-07-21	Common Stock (135841)	Indirect
2012-01-13	Common Stock Warrant (right to buy)	$7.37	X	2121	Disposed	2014-07-21	Common Stock (2121)	Indirect

Footnotes

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

F2: The shares are owned by Thoma Cressey Fund VII, L.P. Thoma Cressey Bravo, Inc. is the general partner of Thoma Cressey Fund VII, L.P. Bryan C. Cressey is a partner of Thoma Cressey Bravo, Inc. and shares voting and investment power over the shares held by Thoma Cressey Fund VII, L.P. The Reporting Person disclaims beneficial ownership of the shares held by Thoma Cressey Fund VII, L.P. except to the extent of his proportionate pecuniary interest therein.

F3: Represents shares withheld by the Issuer for cashless exercise of the warrant pursuant to the terms of the warrant.

F4: The shares are owned by Thoma Cressey Friends Fund VII, L.P. Thoma Cressey Bravo, Inc. is the general partner of Thoma Cressey Friends Fund VII, L.P. Bryan C. Cressey is a partner of Thoma Cressey Bravo, Inc. and shares voting and investment power over the shares held by Thoma Cressey Friends Fund VII, L.P. The Reporting Person disclaims beneficial ownership of the shares held by Thoma Cressey Friends Fund VII, L.P. except to the extent of his proportionate pecuniary interest therein.

F5: This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2007.

F6: This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2008.

F7: This nonstatutory stock option vested in 12 equal monthly installments from August 17, 2009.

F8: This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2010.

F9: This nonstatutory stock option has a vesting schedule of 100% vesting in 12 equal monthly installments from August 15, 2011.

F10: 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.