Jazz Pharmaceuticals plc — Director's Dealing 2014

Mar 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Jazz Pharmaceuticals plc (JAZZ)
CIK: 0001232524
Period of Report: 2014-02-28

Reporting Person: ENRIGHT PATRICK G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-28	Ordinary Shares	X	929243	$4.00	Acquired	929243	Indirect
2014-02-28	Ordinary Shares	X	18624	$4.00	Acquired	18624	Indirect
2014-02-28	Ordinary Shares	S	686	$165.94	Disposed	928557	Indirect
2014-02-28	Ordinary Shares	S	14	$165.94	Disposed	18610	Indirect
2014-02-28	Ordinary Shares	S	28	$164.50	Disposed	928529	Indirect
2014-02-28	Ordinary Shares	S	1	$164.50	Disposed	18609	Indirect
2014-02-28	Ordinary Shares	S	3645	$162.9373	Disposed	924884	Indirect
2014-02-28	Ordinary Shares	S	71	$162.9396	Disposed	18538	Indirect
2014-02-28	Ordinary Shares	S	39241	$161.9339	Disposed	885643	Indirect
2014-02-28	Ordinary Shares	S	787	$161.9341	Disposed	17751	Indirect
2014-02-28	Ordinary Shares	S	8866	$160.7636	Disposed	876777	Indirect
2014-02-28	Ordinary Shares	S	180	$160.7731	Disposed	17571	Indirect
2014-02-28	Ordinary Shares	S	20977	$159.9108	Disposed	855800	Indirect
2014-02-28	Ordinary Shares	S	423	$159.9091	Disposed	17148	Indirect
2014-02-28	Ordinary Shares	S	28070	$159.0284	Disposed	827730	Indirect
2014-02-28	Ordinary Shares	S	559	$159.0287	Disposed	16589	Indirect
2014-02-28	Ordinary Shares	S	435588	$150.50	Disposed	392142	Indirect
2014-02-28	Ordinary Shares	S	8731	$150.50	Disposed	7858	Indirect
2014-03-03	Ordinary Shares	S	300	$147.8667	Disposed	11461	Indirect
2014-03-03	Ordinary Shares	S	2700	$148.5511	Disposed	8761	Indirect
2014-03-03	Ordinary Shares	S	3700	$149.4203	Disposed	5061	Indirect
2014-03-03	Ordinary Shares	S	1166	$150.4536	Disposed	3895	Indirect
2014-03-03	Ordinary Shares	S	3895	$153.7979	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-28	Warrant (right to buy)	$4.00	X	929243	Disposed	2016-07-06	Ordinary Shares (929243)	Indirect
2014-02-28	Warrant (right to buy)	$4.00	X	18624	Disposed	2016-07-06	Ordinary Shares (18624)	Indirect

Footnotes

F1: Reflects acquisition of ordinary shares upon exercise of in-the-money warrant and is therefore exempt from the operation of Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b).

F2: On February 28, 2014, Longitude Ventures Partners, L.P.("LVP") and Longitude Capital Associates, L.P.("LCA") distributed to their partners all of the ordinary shares of which they were the record holder prior to the exercise of warrants reflected in this report, totaling 768,670 ordinary shares held of record by LVP and 15,422 shares held of record by LCA. The reporting person reported beneficial ownership over all such shares in his prior reports filed under Section 16(a) of the Securities Exchange Act of 1934, as amended(the "Exchange Act"). The general partner of each of LVP and LCA, Longitude Capital Partners, LLC("LCP"), received an aggregate of 11,761 ordinary shares in such distributions, consisting of 11,530 ordinary shares from LVP and 231 ordinary shares from LCA.

F3: The reporting person disclaims beneficial ownership of the securities of Jazz Pharmaceuticals plc held of record by LVP, LCA and LCP, except to the extent of his pecuniary interest therein.

F4: Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $163.48 to $162.50. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

F5: Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $163.48 to $162.50. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

F6: Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $162.43 to $161.45. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

F7: Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $162.43 to $161.45. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

F8: Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $161.37 to $160.41. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

F9: Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $161.37 to $160.41. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

F10: Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $160.25 to $159.26. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

F11: Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $160.25 to $159.26. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

F12: Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $159.24 to $159. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

F13: Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $159.24 to $159. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

F14: Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $147.82 to $147.90. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

F15: Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $148.02 to $148.905. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

F16: Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $148.95 to $149.91. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

F17: Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $149.99 to $150.98. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

F18: Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $153.535 to $154.055. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.