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Jazz Pharmaceuticals plc — Major Shareholding Notification 2011
Feb 14, 2011
30751_mrq_2011-02-14_b822f3d0-c36b-4e70-bcd7-3fde702dc9db.zip
Major Shareholding Notification
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| UNITED STATES |
|---|
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
*SCHEDULE 13G*
*(Rule 13d-102)*
*INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)*
*(Amendment No. 1)**
*Jazz Pharmaceuticals, Inc.*
(Name of Issuer)
*Common Stock*
(Title of Class of Securities)
*472147107*
(CUSIP Number)
*December 31, 2010*
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
|---|---|
| o | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SEQ.=1,FOLIO='',FILE='C:\JMS\sruthira\11-5856-4\task4481455\5856-4-ba.htm',USER='105201',CD='Feb 13 17:12 2011'
| CUSIP No. 472147107 — 1 | Names of Reporting Persons. Versant Affiliates Fund II-A, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware, United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 30,724 shares of Common Stock (2) |
| 6 | Shared Voting Power 0 shares | |
| 7 | Sole Dispositive Power 30,724 shares of Common Stock (2) | |
| 8 | Shared Dispositive Power 0 shares | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 30,724 shares of Common Stock (2) | |
| 10 | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 0.08% (3) | |
| 12 | Type of Reporting Person* PN |
(1) This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (VAF II-A), Versant Side Fund II, L.P., a Delaware limited partnership (VSF II), Versant Venture Capital II, L.P., a Delaware limited partnership (VVC II), Versant Ventures II, LLC, a Delaware limited liability company (VV II), Brian G. Atwood (BGA), Samuel D. Colella (SDC), Ross A. Jaffe (RAJ), William J. Link (WJL), Donald B. Milder (DBM), Rebecca B. Robertson (RBR), Camille D. Samuels (CDS), Bradley J. Bolzon (BJB), Charles M. Warden (CMW), Barbara N. Lubash (BNL and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 28,260 shares held by VAF II-A; and (ii) a warrant to acquire 2,464 shares held by VAF II-A. VV II serves as the sole general partner of VAF II-A and owns no securities of the Issuer directly. BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A; however, they disclaim beneficial ownership of the shares held by VAF II-A except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010.
(3) This percentage is calculated based upon 38,918,545 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuers most recent Form 10-Q filed with the Securities and Exchange Commission on November 5, 2010.
2
SEQ.=1,FOLIO='2',FILE='C:\JMS\sruthira\11-5856-4\task4481455\5856-4-ba.htm',USER='105201',CD='Feb 13 17:12 2011'
| CUSIP No. 472147107 — 1 | Names of Reporting Persons. Versant Side Fund II, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware, United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 14,379 shares of Common Stock (2) |
| 6 | Shared Voting Power 0 shares | |
| 7 | Sole Dispositive Power 14,379 shares of Common Stock (2) | |
| 8 | Shared Dispositive Power 0 shares | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 14,379 shares of Common Stock (2) | |
| 10 | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 0.04% (3) | |
| 12 | Type of Reporting Person* PN |
(1) This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (VAF II-A), Versant Side Fund II, L.P., a Delaware limited partnership (VSF II), Versant Venture Capital II, L.P., a Delaware limited partnership (VVC II), Versant Ventures II, LLC, a Delaware limited liability company (VV II), Brian G. Atwood (BGA), Samuel D. Colella (SDC), Ross A. Jaffe (RAJ), William J. Link (WJL), Donald B. Milder (DBM), Rebecca B. Robertson (RBR), Camille D. Samuels (CDS), Bradley J. Bolzon (BJB), Charles M. Warden (CMW), Barbara N. Lubash (BNL and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 13,247 shares held by VSF II; and (ii) a warrant to acquire 1,132 shares held by VSF II. VV II serves as the sole general partner of VSF II and owns no securities of the Issuer directly. BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VSF II; however, they disclaim beneficial ownership of the shares held by VSF II except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010.
(3) This percentage is calculated based upon 38,918,545 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuers most recent Form 10-Q filed with the Securities and Exchange Commission on November 5, 2010.
3
SEQ.=1,FOLIO='3',FILE='C:\JMS\sruthira\11-5856-4\task4481455\5856-4-ba.htm',USER='105201',CD='Feb 13 17:12 2011'
| CUSIP No. 472147107 — 1 | Names of Reporting Persons. Versant Venture Capital II, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware, United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 1,618,289 shares of Common Stock (2) |
| 6 | Shared Voting Power 0 shares | |
| 7 | Sole Dispositive Power 1,618,289 shares of Common Stock (2) | |
| 8 | Shared Dispositive Power 0 shares | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,618,289 shares of Common Stock (2) | |
| 10 | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 4.16% (3) | |
| 12 | Type of Reporting Person* PN |
(1) This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (VAF II-A), Versant Side Fund II, L.P., a Delaware limited partnership (VSF II), Versant Venture Capital II, L.P., a Delaware limited partnership (VVC II), Versant Ventures II, LLC, a Delaware limited liability company (VV II), Brian G. Atwood (BGA), Samuel D. Colella (SDC), Ross A. Jaffe (RAJ), William J. Link (WJL), Donald B. Milder (DBM), Rebecca B. Robertson (RBR), Camille D. Samuels (CDS), Bradley J. Bolzon (BJB), Charles M. Warden (CMW), Barbara N. Lubash (BNL and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 1,488,676 shares held by VVC II; and (ii) a warrant to acquire 129,613 shares held by VVC II. VV II serves as the sole general partner of VVC II and owns no securities of the Issuer directly. BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VVC II; however, they disclaim beneficial ownership of the shares held by VVC II except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010.
(3) This percentage is calculated based upon 38,918,545 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuers most recent Form 10-Q filed with the Securities and Exchange Commission on November 5, 2010.
4
SEQ.=1,FOLIO='4',FILE='C:\JMS\sruthira\11-5856-4\task4481455\5856-4-ba.htm',USER='105201',CD='Feb 13 17:12 2011'
| CUSIP No. 472147107 — 1 | Names of Reporting Persons Versant Ventures II, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware, United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
| 6 | Shared Voting Power 1,663,392 shares of Common Stock (2) | |
| 7 | Sole Dispositive Power 0 shares | |
| 8 | Shared Dispositive Power 1,663,392 shares of Common Stock (2) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,663,392 shares of Common Stock (2) | |
| 10 | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 4.27% (3) | |
| 12 | Type of Reporting Person* OO |
(1) This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (VAF II-A), Versant Side Fund II, L.P., a Delaware limited partnership (VSF II), Versant Venture Capital II, L.P., a Delaware limited partnership (VVC II), Versant Ventures II, LLC, a Delaware limited liability company (VV II), Brian G. Atwood (BGA), Samuel D. Colella (SDC), Ross A. Jaffe (RAJ), William J. Link (WJL), Donald B. Milder (DBM), Rebecca B. Robertson (RBR), Camille D. Samuels (CDS), Bradley J. Bolzon (BJB), Charles M. Warden (CMW), Barbara N. Lubash (BNL and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly. BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010.
(3) This percentage is calculated based upon 38,918,545 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuers most recent Form 10-Q filed with the Securities and Exchange Commission on November 5, 2010.
5
SEQ.=1,FOLIO='5',FILE='C:\JMS\sruthira\11-5856-4\task4481455\5856-4-ba.htm',USER='105201',CD='Feb 13 17:12 2011'
| CUSIP No. 472147107 — 1 | Names of Reporting Persons Brian G. Atwood | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
| 6 | Shared Voting Power 1,663,392 shares of Common Stock (2) | |
| 7 | Sole Dispositive Power 0 shares | |
| 8 | Shared Dispositive Power 1,663,392 shares of Common Stock (2) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,663,392 shares of Common Stock (2) | |
| 10 | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 4.27% (3) | |
| 12 | Type of Reporting Person* IN |
(1) This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (VAF II-A), Versant Side Fund II, L.P., a Delaware limited partnership (VSF II), Versant Venture Capital II, L.P., a Delaware limited partnership (VVC II), Versant Ventures II, LLC, a Delaware limited liability company (VV II), Brian G. Atwood (BGA), Samuel D. Colella (SDC), Ross A. Jaffe (RAJ), William J. Link (WJL), Donald B. Milder (DBM), Rebecca B. Robertson (RBR), Camille D. Samuels (CDS), Bradley J. Bolzon (BJB), Charles M. Warden (CMW), Barbara N. Lubash (BNL and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly. BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010.
(3) This percentage is calculated based upon 38,918,545 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuers most recent Form 10-Q filed with the Securities and Exchange Commission on November 5, 2010.
6
SEQ.=1,FOLIO='6',FILE='C:\JMS\sruthira\11-5856-4\task4481455\5856-4-ba.htm',USER='105201',CD='Feb 13 17:12 2011'
| CUSIP No. 472147107 — 1 | Names of Reporting Persons Samuel D. Colella | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 50,436 shares (2) |
| 6 | Shared Voting Power 1,663,392 shares of Common Stock (3) | |
| 7 | Sole Dispositive Power 50,436 shares (2) | |
| 8 | Shared Dispositive Power 1,663,392 shares of Common Stock (3) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,713,828 shares of Common Stock (2) (3) | |
| 10 | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 4.40% (4) | |
| 12 | Type of Reporting Person* IN |
(1) This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (VAF II-A), Versant Side Fund II, L.P., a Delaware limited partnership (VSF II), Versant Venture Capital II, L.P., a Delaware limited partnership (VVC II), Versant Ventures II, LLC, a Delaware limited liability company (VV II), Brian G. Atwood (BGA), Samuel D. Colella (SDC), Ross A. Jaffe (RAJ), William J. Link (WJL), Donald B. Milder (DBM), Rebecca B. Robertson (RBR), Camille D. Samuels (CDS), Bradley J. Bolzon (BJB), Charles M. Warden (CMW), Barbara N. Lubash (BNL and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Consists of (i) options to acquire 42,500 shares of Common Stock held directly by SDC for the benefit of VVII; and (ii) phantom stock to acquire the equivalent of 7,936 shares of Common Stock held directly by SDC for the benefit of VV II.
(3) Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly. BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010.
(4) This percentage is calculated based upon 38,918,545 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuers most recent Form 10-Q filed with the Securities and Exchange Commission on November 5, 2010.
7
SEQ.=1,FOLIO='7',FILE='C:\JMS\sruthira\11-5856-4\task4481455\5856-4-ba.htm',USER='105201',CD='Feb 13 17:12 2011'
| CUSIP No. 472147107 — 1 | Names of Reporting Persons Ross A. Jaffe | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
| 6 | Shared Voting Power 1,663,392 shares of Common Stock (2) | |
| 7 | Sole Dispositive Power 0 shares | |
| 8 | Shared Dispositive Power 1,663,392 shares of Common Stock (2) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,663,392 shares of Common Stock (2) | |
| 10 | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 4.27% (3) | |
| 12 | Type of Reporting Person* IN |
(1) This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (VAF II-A), Versant Side Fund II, L.P., a Delaware limited partnership (VSF II), Versant Venture Capital II, L.P., a Delaware limited partnership (VVC II), Versant Ventures II, LLC, a Delaware limited liability company (VV II), Brian G. Atwood (BGA), Samuel D. Colella (SDC), Ross A. Jaffe (RAJ), William J. Link (WJL), Donald B. Milder (DBM), Rebecca B. Robertson (RBR), Camille D. Samuels (CDS), Bradley J. Bolzon (BJB), Charles M. Warden (CMW), Barbara N. Lubash (BNL and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly. BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010.
(3) This percentage is calculated based upon 38,918,545 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuers most recent Form 10-Q filed with the Securities and Exchange Commission on November 5, 2010.
8
SEQ.=1,FOLIO='8',FILE='C:\JMS\105924\11-5856-4\task4481421\5856-4-bc.htm',USER='105924',CD='Feb 13 16:00 2011'
| CUSIP No. 472147107 — 1 | Names of Reporting Persons William J. Link | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
| 6 | Shared Voting Power 1,663,392 shares of Common Stock (2) | |
| 7 | Sole Dispositive Power 0 shares | |
| 8 | Shared Dispositive Power 1,663,392 shares of Common Stock (2) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,663,392 shares of Common Stock (2) | |
| 10 | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 4.27% (3) | |
| 12 | Type of Reporting Person* IN |
(1) This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (VAF II-A), Versant Side Fund II, L.P., a Delaware limited partnership (VSF II), Versant Venture Capital II, L.P., a Delaware limited partnership (VVC II), Versant Ventures II, LLC, a Delaware limited liability company (VV II), Brian G. Atwood (BGA), Samuel D. Colella (SDC), Ross A. Jaffe (RAJ), William J. Link (WJL), Donald B. Milder (DBM), Rebecca B. Robertson (RBR), Camille D. Samuels (CDS), Bradley J. Bolzon (BJB), Charles M. Warden (CMW), Barbara N. Lubash (BNL and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly. BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010.
(3) This percentage is calculated based upon 38,918,545 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuers most recent Form 10-Q filed with the Securities and Exchange Commission on November 5, 2010.
9
SEQ.=1,FOLIO='9',FILE='C:\JMS\105924\11-5856-4\task4481421\5856-4-bc.htm',USER='105924',CD='Feb 13 16:00 2011'
| CUSIP No. 472147107 — 1 | Names of Reporting Persons Donald B. Milder | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
| 6 | Shared Voting Power 1,663,392 shares of Common Stock (2) | |
| 7 | Sole Dispositive Power 0 shares | |
| 8 | Shared Dispositive Power 1,663,392 shares of Common Stock (2) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,663,392 shares of Common Stock (2) | |
| 10 | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 4.27% (3) | |
| 12 | Type of Reporting Person* IN |
(1) This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (VAF II-A), Versant Side Fund II, L.P., a Delaware limited partnership (VSF II), Versant Venture Capital II, L.P., a Delaware limited partnership (VVC II), Versant Ventures II, LLC, a Delaware limited liability company (VV II), Brian G. Atwood (BGA), Samuel D. Colella (SDC), Ross A. Jaffe (RAJ), William J. Link (WJL), Donald B. Milder (DBM), Rebecca B. Robertson (RBR), Camille D. Samuels (CDS), Bradley J. Bolzon (BJB), Charles M. Warden (CMW), Barbara N. Lubash (BNL and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly. BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010.
(3) This percentage is calculated based upon 38,918,545 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuers most recent Form 10-Q filed with the Securities and Exchange Commission on November 5, 2010.
10
SEQ.=1,FOLIO='10',FILE='C:\JMS\105924\11-5856-4\task4481421\5856-4-bc.htm',USER='105924',CD='Feb 13 16:00 2011'
| CUSIP No. 472147107 — 1 | Names of Reporting Persons Rebecca B. Robertson | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
| 6 | Shared Voting Power 1,663,392 shares of Common Stock (2) | |
| 7 | Sole Dispositive Power 0 shares | |
| 8 | Shared Dispositive Power 1,663,392 shares of Common Stock (2) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,663,392 shares of Common Stock (2) | |
| 10 | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 4.27% (3) | |
| 12 | Type of Reporting Person* IN |
(1) This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (VAF II-A), Versant Side Fund II, L.P., a Delaware limited partnership (VSF II), Versant Venture Capital II, L.P., a Delaware limited partnership (VVC II), Versant Ventures II, LLC, a Delaware limited liability company (VV II), Brian G. Atwood (BGA), Samuel D. Colella (SDC), Ross A. Jaffe (RAJ), William J. Link (WJL), Donald B. Milder (DBM), Rebecca B. Robertson (RBR), Camille D. Samuels (CDS), Bradley J. Bolzon (BJB), Charles M. Warden (CMW), Barbara N. Lubash (BNL and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly. BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010.
(3) This percentage is calculated based upon 38,918,545 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuers most recent Form 10-Q filed with the Securities and Exchange Commission on November 5, 2010.
11
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| CUSIP No. 472147107 — 1 | Names of Reporting Persons Camille D. Samuels | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
| 6 | Shared Voting Power 1,663,392 shares of Common Stock (2) | |
| 7 | Sole Dispositive Power 0 shares | |
| 8 | Shared Dispositive Power 1,663,392 shares of Common Stock (2) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,663,392 shares of Common Stock (2) | |
| 10 | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 4.27% (3) | |
| 12 | Type of Reporting Person* IN |
(1) This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (VAF II-A), Versant Side Fund II, L.P., a Delaware limited partnership (VSF II), Versant Venture Capital II, L.P., a Delaware limited partnership (VVC II), Versant Ventures II, LLC, a Delaware limited liability company (VV II), Brian G. Atwood (BGA), Samuel D. Colella (SDC), Ross A. Jaffe (RAJ), William J. Link (WJL), Donald B. Milder (DBM), Rebecca B. Robertson (RBR), Camille D. Samuels (CDS), Bradley J. Bolzon (BJB), Charles M. Warden (CMW), Barbara N. Lubash (BNL and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly. BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010.
(3) This percentage is calculated based upon 38,918,545 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuers most recent Form 10-Q filed with the Securities and Exchange Commission on November 5, 2010.
12
SEQ.=1,FOLIO='12',FILE='C:\JMS\105924\11-5856-4\task4481421\5856-4-bc.htm',USER='105924',CD='Feb 13 16:00 2011'
| CUSIP No. 472147107 — 1 | Names of Reporting Persons Bradley J. Bolzon | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Canada | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
| 6 | Shared Voting Power 1,663,392 shares of Common Stock (2) | |
| 7 | Sole Dispositive Power 0 shares | |
| 8 | Shared Dispositive Power 1,663,392 shares of Common Stock (2) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,663,392 shares of Common Stock (2) | |
| 10 | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 4.27% (3) | |
| 12 | Type of Reporting Person* IN |
(1) This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (VAF II-A), Versant Side Fund II, L.P., a Delaware limited partnership (VSF II), Versant Venture Capital II, L.P., a Delaware limited partnership (VVC II), Versant Ventures II, LLC, a Delaware limited liability company (VV II), Brian G. Atwood (BGA), Samuel D. Colella (SDC), Ross A. Jaffe (RAJ), William J. Link (WJL), Donald B. Milder (DBM), Rebecca B. Robertson (RBR), Camille D. Samuels (CDS), Bradley J. Bolzon (BJB), Charles M. Warden (CMW), Barbara N. Lubash (BNL and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly. BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010.
(3) This percentage is calculated based upon 38,918,545 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuers most recent Form 10-Q filed with the Securities and Exchange Commission on November 5, 2010.
13
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| CUSIP No. 472147107 — 1 | Names of Reporting Persons Charles M. Warden | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
| 6 | Shared Voting Power 1,663,392 shares of Common Stock (2) | |
| 7 | Sole Dispositive Power 0 shares | |
| 8 | Shared Dispositive Power 1,663,392 shares of Common Stock (2) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,663,392 shares of Common Stock (2) | |
| 10 | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 4.27% (3) | |
| 12 | Type of Reporting Person* IN |
(1) This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (VAF II-A), Versant Side Fund II, L.P., a Delaware limited partnership (VSF II), Versant Venture Capital II, L.P., a Delaware limited partnership (VVC II), Versant Ventures II, LLC, a Delaware limited liability company (VV II), Brian G. Atwood (BGA), Samuel D. Colella (SDC), Ross A. Jaffe (RAJ), William J. Link (WJL), Donald B. Milder (DBM), Rebecca B. Robertson (RBR), Camille D. Samuels (CDS), Bradley J. Bolzon (BJB), Charles M. Warden (CMW), Barbara N. Lubash (BNL and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly. BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010.
(3) This percentage is calculated based upon 38,918,545 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuers most recent Form 10-Q filed with the Securities and Exchange Commission on November 5, 2010.
14
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| CUSIP No. 472147107 — 1 | Names of Reporting Persons Barbara N. Lubash | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
| 6 | Shared Voting Power 1,663,392 shares of Common Stock (2) | |
| 7 | Sole Dispositive Power 0 shares | |
| 8 | Shared Dispositive Power 1,663,392 shares of Common Stock (2) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,663,392 shares of Common Stock (2) | |
| 10 | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 4.27% (3) | |
| 12 | Type of Reporting Person* IN |
(1) This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (VAF II-A), Versant Side Fund II, L.P., a Delaware limited partnership (VSF II), Versant Venture Capital II, L.P., a Delaware limited partnership (VVC II), Versant Ventures II, LLC, a Delaware limited liability company (VV II), Brian G. Atwood (BGA), Samuel D. Colella (SDC), Ross A. Jaffe (RAJ), William J. Link (WJL), Donald B. Milder (DBM), Rebecca B. Robertson (RBR), Camille D. Samuels (CDS), Bradley J. Bolzon (BJB), Charles M. Warden (CMW), Barbara N. Lubash (BNL and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly. BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010.
(3) This percentage is calculated based upon 38,918,545 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuers most recent Form 10-Q filed with the Securities and Exchange Commission on November 5, 2010.
15
SEQ.=1,FOLIO='15',FILE='C:\JMS\105924\11-5856-4\task4481421\5856-4-bc.htm',USER='105924',CD='Feb 13 16:00 2011'
Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.0001 per share (Common Stock), of Jazz Pharmaceuticals, Inc. (the Issuer).
| Item 1 | |||||
|---|---|---|---|---|---|
| (a) | Name of Issuer: Jazz Pharmaceuticals, Inc. | ||||
| (b) | Address of Issuers Principal Executive Offices: 3180 Porter Drive Palo Alto, California | ||||
| Item 2 | |||||
| (a) | Name of Person(s) Filing: Versant Affiliates Fund II-A, L.P. (VAF II-A) Versant Side Fund II, L.P. (VSF II) Versant Venture Capital II, L.P. (VVC II) Versant Ventures II, LLC (VV II) Brian G. Atwood (BGA) Samuel D. Colella (SDC) Ross A. Jaffe (RAJ) William J. Link (WJL) Donald B. Milder (DBM) Rebecca B. Robertson (RBR) Camille D. Samuels (CDS) Bradley J. Bolzon (BJB) Charles M. Warden (CMW) Barbara N. Lubash (BNL) | ||||
| (b) | Address of Principal Business Office: c/o Versant Ventures 3000 Sand Hill Road Building 4, Suite 210 Menlo Park, California 94025 | ||||
| (b) | Citizenship: | ||||
| Entities: | VAF II-A | | Delaware, United States of America | ||
| VSF II | | Delaware, United States of America | |||
| VVC II | | Delaware, United States of America | |||
| VV II | | Delaware, United States of America | |||
| Individuals: | BGA | | United States of America | ||
| SDC | | United States of America | |||
| RAJ | | United States of America | |||
| WJL | | United States of America | |||
| DBM | | United States of America | |||
| RBR | | United States of America | |||
| CDS | | United States of America | |||
| BJB | | Canada | |||
| CMW | | United States of America | |||
| BNL | | United States of America | |||
| (d) | Title of Class of Securities: Common Stock | ||||
| (e) | CUSIP Number: 472147107 | ||||
| Item 3 | Not applicable. |
16
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| Item 4 |
|---|
| The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010: |
| Reporting Persons | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (2) |
|---|---|---|---|---|---|---|---|
| VAF II-A | 30,724 | 30,724 | 0 | 30,724 | 0 | 30,724 | 0.08 % |
| VSF II | 14,379 | 14,379 | 0 | 14,379 | 0 | 14,379 | 0.04 % |
| VVC II | 1,618,289 | 1,618,289 | 0 | 1,618,289 | 0 | 1,618,289 | 4.16 % |
| VV II | 0 | 0 | 1,663,392 | 0 | 1,663,392 | 1,663,392 | 4.27 % |
| BGA | 0 | 0 | 1,663,392 | 0 | 1,663,392 | 1,663,392 | 4.27 % |
| SDC | 50,436 | 50,436 | 1,663,392 | 50,436 | 1,663,392 | 1,713,828 | 4.40 % |
| RAJ | 0 | 0 | 1,663,392 | 0 | 1,663,392 | 1,663,392 | 4.27 % |
| WJL | 0 | 0 | 1,663,392 | 0 | 1,663,392 | 1,663,392 | 4.27 % |
| DBM | 0 | 0 | 1,663,392 | 0 | 1,663,392 | 1,663,392 | 4.27 % |
| RBR | 0 | 0 | 1,663,392 | 0 | 1,663,392 | 1,663,392 | 4.27 % |
| CDS | 0 | 0 | 1,663,392 | 0 | 1,663,392 | 1,663,392 | 4.27 % |
| BJB | 0 | 0 | 1,663,392 | 0 | 1,663,392 | 1,663,392 | 4.27 % |
| CMW | 0 | 0 | 1,663,392 | 0 | 1,663,392 | 1,663,392 | 4.27 % |
| BNL | 0 | 0 | 1,663,392 | 0 | 1,663,392 | 1,663,392 | 4.27 % |
(1) VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly. BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.
(2) This percentage is calculated based upon 38,918,545 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuers most recent Form 10-Q filed with the Securities and Exchange Commission on November 5, 2010.
| Item 5 | Ownership of Five Percent or Less of a Class. |
|---|---|
| If this statement is being filed to report the fact that as of the date hereof, the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x | |
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable. | |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
| Not applicable. | |
| Item 8 | Identification and Classification of Members of the Group. |
| Not applicable. | |
| Item 9 | Notice of Dissolution of Group. |
| Not applicable. |
17
SEQ.=1,FOLIO='17',FILE='C:\JMS\C900708\11-5856-4\task4482927\5856-4-be.htm',USER='c900708',CD='Feb 15 00:27 2011'
| Item 10 |
|---|
| Not applicable. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 14, 2011 | |
|---|---|
| Versant Affiliates Fund II-A, L.P. | |
| By: | Versant Ventures II, LLC |
| Its: | General Partner |
| By: | /s/ Robin L. Praeger |
| Authorized Representative | |
| Versant Side Fund II, L.P. | |
| By: | Versant Ventures II, LLC |
| Its: | General Partner |
| By: | /s/ Robin L. Praeger |
| Authorized Representative | |
| Versant Venture Capital II, L.P. | |
| By: | Versant Ventures II, LLC |
| Its: | General Partner |
| By: | /s/ Robin L. Praeger |
| Authorized Representative | |
| Versant Ventures II, LLC | |
| By: | /s/ Robin L. Praeger |
| Managing Member | |
| /s/ Robin L. Praeger as attorney in fact | |
| Brian G. Atwood | |
| /s/ Robin L. Praeger as attorney in fact | |
| Samuel D. Colella | |
| /s/ Robin L. Praeger as attorney in fact | |
| Ross A. Jaffe | |
| /s/ Robin L. Praeger as attorney in fact | |
| William J. Link | |
| /s/ Robin L. Praeger as attorney in fact | |
| Donald B. Milder | |
| /s/ Robin L. Praeger as attorney in fact | |
| Rebecca B. Robertson | |
| /s/ Robin L. Praeger as attorney in fact | |
| Camille D. Samuels | |
| /s/ Robin L. Praeger as attorney in fact | |
| Bradley J. Bolzon | |
| /s/ Robin L. Praeger as attorney in fact | |
| Charles M. Warden | |
| /s/ Robin L. Praeger as attorney in fact | |
| Barbara N. Lubash |
18
SEQ.=1,FOLIO='18',FILE='C:\JMS\C900708\11-5856-4\task4482927\5856-4-be.htm',USER='c900708',CD='Feb 15 00:27 2011'
*Exhibit(s)* :
A - Joint Filing Statement
19
SEQ.=1,FOLIO='19',FILE='C:\JMS\C900708\11-5856-4\task4482927\5856-4-be.htm',USER='c900708',CD='Feb 15 00:27 2011'
EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Jazz Pharmaceuticals, Inc. is filed on behalf of each of us.
| Dated: February 14, 2011 | |
|---|---|
| Versant Affiliates Fund II-A, L.P. | |
| By: | Versant Ventures II, LLC |
| Its: | General Partner |
| By: | /s/ Robin L. Praeger |
| Authorized Representative | |
| Versant Side Fund II, L.P. | |
| By: | Versant Ventures II, LLC |
| Its: | General Partner |
| By: | /s/ Robin L. Praeger |
| Authorized Representative | |
| Versant Venture Capital II, L.P. | |
| By: | Versant Ventures II, LLC |
| Its: | General Partner |
| By: | /s/ Robin L. Praeger |
| Authorized Representative | |
| Versant Ventures II, LLC | |
| By: | /s/ Robin L. Praeger |
| Managing Member | |
| /s/ Robin L. Praeger as attorney in fact | |
| Brian G. Atwood | |
| /s/ Robin L. Praeger as attorney in fact | |
| Samuel D. Colella | |
| /s/ Robin L. Praeger as attorney in fact | |
| Ross A. Jaffe | |
| /s/ Robin L. Praeger as attorney in fact | |
| William J. Link | |
| /s/ Robin L. Praeger as attorney in fact | |
| Donald B. Milder | |
| /s/ Robin L. Praeger as attorney in fact | |
| Rebecca B. Robertson | |
| /s/ Robin L. Praeger as attorney in fact | |
| Camille D. Samuels | |
| /s/ Robin L. Praeger as attorney in fact | |
| Bradley J. Bolzon | |
| /s/ Robin L. Praeger as attorney in fact | |
| Charles M. Warden | |
| /s/ Robin L. Praeger as attorney in fact | |
| Barbara N. Lubash |
20
SEQ.=1,FOLIO='20',FILE='C:\JMS\C900708\11-5856-4\task4482927\5856-4-be.htm',USER='c900708',CD='Feb 15 00:27 2011'