Sec Form 4 Filing - Zippelius Peter @ Catalent, Inc. - 2021-11-18

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 Zippelius Peter 2. Issuer Name and Ticker or Trading Symbol Catalent, Inc. [ CTLT] 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) 11111 SANTA MONICA BLVD., SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 11/18/2021 (Street) LOS ANGELES, CA90025 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 Common Stock 11/18/2021 C 7,822,946( 1 ) A $ 49.5409 7,822,946( 2 ) I See footnote.( 3 ) Common Stock 11/30/2021 S 3,000,000( 4 ) D $ 129.3 4,822,946( 5 ) I See footnote.( 3 ) Common Stock 7,830( 6 ) 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 Series A Convertible Preferred Stock $ 49.5409( 7 ) 11/18/2021 C 384,777 ( 8 ) ( 9 ) Common Stock 7,822,946 $ 49.5409 0 I See footnote.( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zippelius Peter 11111 SANTA MONICA BLVD., SUITE 2000 LOS ANGELES, CA90025 X Signatures /s/ Andrew C. Goldberg, attorney-in-fact 12/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Common Stock of the Issuer, par value $0.01 per share (the "Common Stock") issued to Green Equity Investors VII, L.P. ("GEI VII"), Green Equity Investors Side VII, L.P. ("GEI Side VII"), LGP Associates VII-A LLC ("Associates VII-A"), and LGP Associates VII-B LLC ("Associates VII-B"). The shares were issued upon the conversion of shares of Series A Convertible Preferred Stock, par value $0.01 per share ("Series A Convertible Preferred Stock") as described in note 7 to this Form 4. Of the newly-issued shares of Common Stock reported in this row, 3,495,489 were issued to GEI VII, 4,130,389 were issued to GEI Side VII, 19,761 were issued to Associates VII-A, and 177,307 were issued to Associates VII-B. ( 2 )Represents shares owned by GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B. Of the shares of Common Stock reported, 3,495,489 shares are owned by GEI VII, 4,130,389 shares are owned by GEI Side VII, 19,761 shares are owned by Associates VII-A, and 177,307 shares are owned by Associates VII-B. ( 3 )Mr. Zippelius directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B. Mr. Zippelius disclaims beneficial ownership of the shares held by each of GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B except to the extent of his pecuniary interest therein, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 4 )Represents shares of Common Stock sold by GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B. Of the shares reported, 1,340,479 were sold by GEI VII, 1,583,959 were sold by GEI Side VII, 7,573 were sold by Associates VII-A, and 67,989 were sold by Associates VII-B. ( 5 )Represents shares of Common Stock owned by GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B directly. Of the shares reported, 2,155,010 are owned by GEI VII, 2,546,430 are owned by GEI Side VII, 12,188 are owned by Associates VII-A, and 109,318 are owned by Associates VII-B. ( 6 )Represents shares of Common Stock and shares of Common Stock underlying restricted stock units. The shares reported on this row are held by Mr. Zippelius for the benefit of Leonard Green & Partners, L.P. Each restricted stock unit represents the right to receive one share of Common Stock. Of the 7,830 shares of Common Stock reported, 1,402 will vest on the earlier of October 28, 2022 and the date of the Issuer's fiscal 2022 annual meeting of shareholders. ( 7 )The Series A Convertible Preferred Stock was acquired for $1,000.00 per share and is convertible into Common Stock of the Issuer at a conversion price of $49.5409 per share. The conversion price is subject to certain anti-dilution and other adjustments. ( 8 )Immediately. ( 9 )The Series A Convertible Preferred Stock does not have an expiration date.

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