Sec Form 4 Filing - RAETHER PAUL E @ JAZZ PHARMACEUTICALS INC - 2008-07-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RAETHER PAUL E 2. Issuer Name and Ticker or Trading Symbol JAZZ PHARMACEUTICALS INC [ JAZZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) see footnotes (2) - (7) (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 9 WEST 57TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2008 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/21/2008 P 1,328,527 A 9,906,501 I Held by KKR JP LLC ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) Common Stock 36,445 I Held by KKR JP III LLC ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Warrants (right to buy) $ 7.37 07/21/2008 P 1,328,527 01/21/2009 07/21/2014 Common Stock 597,837 ( 1 ) 1,328,527 I Held by KKR JP LLC ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RAETHER PAUL E C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET NEW YORK, NY10019 see footnotes (2) - (7) HUTH JOHANNES P C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STIRLING SQUARE, 7 CARLTON GARDEN LONDON, X0SW1 Y 5AD see footnotes FISHER TODD A C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STIRLING SQUARE, 7 CARLTON GARDEN LONDON, X0SW1 Y 5AD see footnotes Gorenflos Reinhard C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STIRLING SQUARE, 7 CARLTON GARDEN LONDON, X0SW1 Y 5AD see footnotes Garaialde Jacques C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STIRLING SQUARE, 7 CARLTON GARDEN LONDON, X0SW1 Y 5AD see footnotes CALBERT MICHAEL M C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 2800 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 see footnotes NUTTALL SCOTT C C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET NEW YORK, NY10019 see footnotes NAVAB ALEXANDAR JR C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET NEW YORK, NY10019 see footnotes LIPSCHULTZ MARC S C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET NEW YORK, NY10019 see footnotes GOLKIN PERRY C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET NEW YORK, NY10019 see footnotes Signatures William J. Janetschek, as attorney-in-fact for Paul E. Raether 07/21/2008 Signature of Reporting Person Date William J. Janetschek, as attorney-in-fact for Johannes P. Huth 07/21/2008 Signature of Reporting Person Date William J. Janetschek, as attorney-in-fact for Todd A. Fisher 07/21/2008 Signature of Reporting Person Date William J. Janetschek, as attorney-in-fact for Reinhard Gorenflos 07/21/2008 Signature of Reporting Person Date William J. Janetschek, as attorney-in-fact for Jacques Garaialde 07/21/2008 Signature of Reporting Person Date William J. Janetschek, as attorney-in-fact for Michael M. Calbert 07/21/2008 Signature of Reporting Person Date William J. Janetschek, as attorney-in-fact for Scott C. Nuttall 07/21/2008 Signature of Reporting Person Date William J. Janetschek, as attorney-in-fact for Alexander Navab 07/21/2008 Signature of Reporting Person Date William J. Janetschek, as attorney-in-fact for Marc Lipschultz 07/21/2008 Signature of Reporting Person Date William J. Janetschek, as attorney-in-fact for Perry Golkin 07/21/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are included within 1,328,527 Units of Jazz Pharmaceuticals purchased by KKR JP LLC for $6.75625 per Unit. Each Unit consists of one share of common stock and one warrant to purchase 0.45 of a share of common stock at an exercise price of $7.37 per share of common stock. ( 2 )KKR JP LLC directly owns 9,906,501 shares of common stock of the Issuer and warrants to purchase 597,837 shares of common stock of the Issuer. As the holder of all of the outstanding equity interests of KKR JP LLC, KKR Millennium Fund L.P. may be deemed to share voting and dispositive power with respect to the shares of common stock of the Issuer beneficially owned by KKR JP LLC. As the sole general partner of KKR Millennium Fund L.P., KKR Associates Millennium L.P. may be deemed to share voting and dispositive power with respect to the shares of common stock of the Issuer beneficially owned by KKR JP LLC. (continued to footnote #3) ( 3 )(continued from footnote #2) As the sole general partner of KKR Associates Millennium L.P., KKR Millennium GP LLC may be deemed to share voting and dispositive power with respect to the shares of common stock of the Issuer beneficially owned by KKR JP LLC. KKR Millennium Fund, L.P., KKR Associates Millennium L.P. and KKR Millennium GP LLC disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein. ( 4 )KKR Millennium GP LLC is a limited liability company, the managing members of which are Messrs. Henry R. Kravis and George R. Roberts, and the other members of which are James H. Greene, Jr., Paul E. Raether, Michael W. Michelson, Perry Golkin, Johannes P. Huth, Todd A. Fisher, Alexander Navab, Marc S. Lipschultz, Reinhard Gorenflos, Jacques Garaialde, Michael M. Calbert, Scott C. Nuttall and William J. Janetschek. Each of such individuals may be deemed to share voting and dispositive power with respect to any shares beneficially owned by KKR Millennium GP LLC but disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. ( 5 )KKR JP III LLC directly owns 36,445 shares of common stock of the Issuer. As the holder of all of the outstanding equity interests of KKR JP III LLC, KKR Partners III, L.P. may be deemed to share voting and dispositive power with respect to the shares of common stock of the Issuer beneficially owned by KKR JP III LLC. As the sole general partner of KKR Partners III, L.P., KKR III GP LLC may be deemed to share voting and dispositive power with respect to the shares of common stock of the Issuer beneficially owned by KKR JP III LLC. KKR Partners III, L.P. and KKR III GP LLC disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein. ( 6 )KKR III GP LLC is a limited liability company, the managing members of which are Messrs. Henry R. Kravis and George R. Roberts and the other members of which are the individuals named in note (4) above and other executives of Kohlberg Kravis Roberts & Co. L.P. Messrs. Kravis and Roberts may be deemed to share voting and dispositive power with respect to any shares beneficially owned by KKR III GP LLC but disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. The other members of KKR III GP LLC disclaim beneficial ownership of any shares beneficially owned by KKR III GP LLC, except to the extent of their pecuniary interest therein. ( 7 )The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, any of the Reporting Persons is the beneficial owner of the equity securities covered by this statement.

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 4(b)(v).

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