SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/31/2019 | 3. Issuer Name and Ticker or Trading Symbol Jazz Pharmaceuticals plc [ JAZZ ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Ordinary Shares(1) | 8,488(2) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Non-Qualified Stock Option (right to buy) | (3) | 05/02/2023 | Ordinary Shares | 1,706 | 58.72 | D | |
Non-Qualified Stock Option (right to buy) | (4) | 02/24/2026 | Ordinary Shares | 5,658 | 123.36 | D | |
Non-Qualified Stock Option (right to buy) | (5) | 03/01/2027 | Ordinary Shares | 5,560 | 136.18 | D | |
Non-Qualified Stock Option (right to buy) | (6) | 02/27/2029 | Ordinary Shares | 5,355 | 140.03 | D | |
Non-Qualified Stock Option (right to buy) | (7) | 02/29/2028 | Ordinary Shares | 5,000 | 140.67 | D | |
Non-Qualified Stock Option (right to buy) | (8) | 02/26/2024 | Ordinary Shares | 4,300 | 166.62 | D | |
Non-Qualified Stock Option (right to buy) | (9) | 09/05/2028 | Ordinary Shares | 1,200 | 168.8 | D | |
Non-Qualified Stock Option (right to buy) | (10) | 02/25/2025 | Ordinary Shares | 3,469 | 175.19 | D |
Explanation of Responses: |
1. Consists of (1) 187 shares of 1,575 RSUs granted on May 3, 2013 (1,388 having been sold), (2) 473 shares of 1,334 RSUs granted on February 26, 2015 (861 having been sold), (3) 565 unvested RSUs plus 807 shares of the original 2,263 RSUs granted on February 25, 2016 (891 having been sold), (4) 1,112 unvested RSUs plus 530 shares of the original 2,224 RSUs granted on March 2, 2017 (582 having been sold), (5) 1,500 unvested RSUs plus 238 shares of the original 2,000 RSUs granted on March 1, 2018 (262 having been sold), (6) 360 unvested RSUs plus 57 shares of the original 480 RSUs granted on September 6, 2018 (63 having been sold) and (7) 2,142 unvested RSUs granted on February 28, 2019, all of which were granted pursuant to the Issuer's 2011 Equity Issuer Plan. Each RSU grant vests in four equal annual installments, and the remaining unvested RSUs will vest on various dates between February 25, 2020 and March 5, 2023. |
2. Includes 517 ordinary shares acquired under a Section 423 Employee Stock Purchase Plan on purchase dates between May 30, 2014 and May 31, 2019. |
3. These options were granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vested over four years measured from the grant date, May 3, 2013, with 1/4th vesting on April 9, 2014 and the remainder vesting in 36 equal monthly installments thereafter. The option is fully vested and exercisable as of the date of this Form. |
4. These options were granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vest over four years measured from the grant date, February 25, 2016, with 1/4th vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter. |
5. These options were granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vest over four years measured from the grant date, March 2, 2017, with 1/4th vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter. |
6. These options were granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vest over four years measured from the grant date, February 28, 2019, with 1/4th vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter. |
7. These options were granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vest over four years measured from the grant date, March 1, 2018, with 1/4th vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter. |
8. These options were granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vested over four years measured from the grant date, February 27, 2014, with 1/4th vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter. The option is fully vested and exercisable as of the date of this Form. |
9. These options were granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vest over four years measured from the grant date, September 6, 2018, with 1/4th vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter. |
10. These options were granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vested over four years measured from the grant date, February 26, 2015, with 1/4th vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter. The option is fully vested and exercisable as of the date of this Form. |
By: Doris Choi, as attorney in fact For: Finbar Larkin | 11/07/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |