Sec Form 4 Filing - Zippelius Peter @ Catalent, Inc. - 2022-02-06

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) 02/06/2022 (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 02/06/2022 S 487,092( 1 ) D $ 102.65 4,330,462( 2 ) I See footnote.( 3 ) Common Stock 7,830( 4 ) 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

Reporting O wners 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 Goldberg, attorney-in-fact 02/08/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 6, 2022, 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") entered into a stock purchase agreement to sell 487,092 shares of Common Stock of the Issuer, par value $0.01 per share (the "Common Stock"). Of the shares reported, 217,645 shares were sold by GEI VII, 257,176 shares were sold by GEI Side VII, 1,231 shares were sold by Associates VII-A, and 11,040 shares were sold by Associates VII-B. ( 2 )Represents shares of Common Stock owned by GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B. Of the shares reported, 1,934,955 shares are owned by GEI VII, 2,286,407 shares are owned by GEI Side VII, 10,944 shares are owned by Associates VII-A, and 98,156 shares are owned by Associates VII-B. In a prior report, the reported shares of Common Stock held by GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B were overstated due to an inadvertent calculation error upon the conversion of 384,777 shares of Series A Convertible Preferred Stock to Common Stock. This report reflects the correct amount of shares held by such persons following the reported transaction. ( 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 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.

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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