Sec Form 3 Filing - Carr Patricia @ Jazz Pharmaceuticals plc - 2019-08-07

FORM 3 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 Carr Patricia 2. Issuer Name and Ticker or Trading Symbol Jazz Pharmaceuticals plc [ JAZZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, Finance& PAO (Last) (First) (Middle) 5TH FL, WATERLOO EXCHANGE, WATERLOO RD 3. Date of Earliest Transaction (MM/DD/YY) 08/07/2019 (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 4,600 ( 1 ) D

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) $ 123.36 ( 2 ) 02/24/2026 Ordinary Shares 1,980 D Non-Qualified Stock Option (right to buy) $ 136.18 ( 3 ) 03/01/2027 Ordinary Shares 5,250 D Non-Qualified Stock Option (right to buy) $ 140.03 ( 4 ) 02/27/2029 Ordinary Shares 4,250 D Non-Qualified Stock Option (right to buy) $ 140.67 ( 5 ) 02/29/2028 Ordinary Shares 4,500 D Non-Qualified Stock Option (right to buy) $ 166.62 ( 6 ) 02/26/2024 Ordinary Shares 4,000 D Non-Qualified Stock Option (right to buy) $ 175.19 ( 7 ) 02/25/2025 Ordinary Shares 4,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carr Patricia 5TH FL, WATERLOO EXCHANGE WATERLOO RD DUBLIN 4, L2 VP, Finance& PAO Signatures By: /s/Peter A Christou, as attorney in fact For: Patricia Carr 08/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of (1) 500 restricted stock units of the 2,000 originally granted on February 25, 2016 (1,500 having been released and sold), (2) 1,050 restricted stock units of the 2,100 originally granted on March 2, 2017 (1,050 having been released and sold), (3) 1,350 restricted stock units of the 1,800 originally granted on March 1, 2018 (450 having been released and sold), and (4) 1,700 restricted stock units granted on February 28, 2019, all of which were granted pursuant to the Issuer?s 2011 Equity Issuer Plan. Each restricted stock unit represents a contingent right to receive one ordinary share upon the vesting of the unit. Each grant of restricted stock units vests in four equal annual installments, and the remaining unvested restricted stock units will vest on various dates between February 25, 2020 and March 5, 2022. ( 2 )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. ( 3 )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. ( 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 28, 2019, 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 1, 2018, 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 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. ( 7 )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.

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