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: FALBERG KATHRYN E (SVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-18	Ordinary Shares	A	58201	—	Acquired	58201	Direct
2012-01-18	Ordinary Shares	A	53000	—	Acquired	53000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-18	Incentive Stock Option (right to buy)	$7.35	A	54420	Acquired	2019-12-06	Ordinary Shares (54420)	Direct
2012-01-18	Incentive Stock Option (right to buy)	$11.48	A	3750	Acquired	2020-03-07	Ordinary Shares (3750)	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, 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: This option has a vesting schedule of one fourth vested on December 1, 2010 and the remainder vesting in 36 equal monthly installments thereafter.

F4: This option has a vesting schedule of one fourth vested on March 8, 2011 and the remainder vesting in 36 equal monthly installments thereafter.

F5: Received in the Merger in exchange for an option 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.