Jazz Pharmaceuticals plc — Director's Dealing 2013

Aug 9, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Jazz Pharmaceuticals plc (JAZZ)
CIK: 0001232524
Period of Report: 2013-08-08

Reporting Person: O'Keefe Kenneth W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-08	Ordinary Shares	A	2250	—	Acquired	4500	Direct
2013-08-08	Ordinary Shares	S	261212	$81.32	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-08	Nonstatutory Stock Option (right to buy)	$81.76	A	4500	Acquired	2023-08-07	Ordinary Shares (4500)	Direct

Footnotes

F1: These restricted stock units are granted pursuant to the Issuer's 2007 Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one ordinary share upon the vesting of the unit. Subject to the Reporting Person's continuous service and certain additional conditions, these units will vest in full on August 1, 2014. Upon vesting of the units and delivery of shares, such ordinary shares will be held for the benefit of Beecken Petty O'Keefe & Company II, L.P.

F2: 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") and Beecken Petty O'Keefe & Company II, L.P. (the "Fund II GP") were the holders. The Fund II GP is the general partner of Fund II and Beecken Petty O'Keefe & Company, LLC is the general partner of the Fund II GP. The Reporting Person is a partner at Beecken Petty O'Keefe & Company, LLC and shared voting and investment power over the shares sold by Fund II and the Fund II GP. The Reporting Person disclaims beneficial ownership of the shares sold by Fund II and the Fund II GP except to the extent of his proportionate pecuniary interest therein.

F3: This option is granted pursuant to the Issuer's 2007 Non-Employee Directors Stock Option Plan. Subject to the Reporting Person's continuous service and certain additional conditions, this option vests in 12 equal monthly installments beginning on September 1, 2013. Upon exercise of this option for shares, such ordinary shares will be held for the benefit of Beecken Petty O'Keefe & Company II, L.P.