Sec Form 4 Filing - O'Keefe Kenneth W @ Jazz Pharmaceuticals plc - 2018-08-09

Insider filing report for Changes in Beneficial Ownership
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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
O'Keefe Kenneth W
2. Issuer Name and Ticker or Trading Symbol
Jazz Pharmaceuticals plc [ JAZZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
5TH FL, WATERLOO EXCHANGE, WATERLOO RD
3. Date of Earliest Transaction (MM/DD/YY)
08/09/2018
(Street)
DUBLIN 4, L2
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Ordinary Shares 08/09/2018 A( 1 ) 1,495 A $ 0 5,110 D
Ordinary Shares 08/10/2018 S( 2 ) 660 D $ 176.6106 ( 3 ) 4,450 D
Ordinary Shares 11,195 I by Trust ( 4 )
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
Non-Qualified Stock Option (right to buy) $ 177.73 08/09/2018 A( 5 ) 3,735 ( 5 ) 08/08/2028 Ordinary Shares 3,735 $ 0 3,735 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
O'Keefe Kenneth W
5TH FL, WATERLOO EXCHANGE
WATERLOO RD
DUBLIN 4, L2
X
Signatures
By: /s/Peter A Christou, as attorney in fact For: Kenneth W. O'Keefe 08/13/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These restricted stock units are granted pursuant to the Issuer's 2007 Non-Employee Directors Stock Award 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 2, 2019.
( 2 )Shares sold to satisfy tax obligations arising out of the vesting of previously granted restricted stock units.
( 3 )Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $176.61 to $176.9814. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.
( 4 )Shares are held for the benefit of The Kenneth W. O'Keefe Trust U/A/D 2/12/1997, of which the reporting person is both trustee and beneficiary.
( 5 )These options are granted pursuant to the Issuer's 2007 Non-Employee Directors Stock Award Plan. Subject to the Reporting Person's continuous service and certain additional conditions, these options will vest in 12 equal monthly installments beginning on September 1, 2018.

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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