Sec Form 4 Filing - Johnson Sharon @ Catalent, Inc. - 2017-04-25

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 Johnson Sharon 2. Issuer Name and Ticker or Trading Symbol Catalent, Inc. [ CTLT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O CATALENT, INC., 14 SCHOOLHOUSE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/25/2017 (Street) SOMERSET, NJ08873 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 04/25/2017 M( 1 ) 5,116 A $ 10.71 26,781 ( 2 ) D Common Stock 04/25/2017 F( 3 ) 3,407 D $ 29 23,374 ( 2 ) D Common Stock 04/25/2017 S( 1 ) 854 D $ 29 22,520 ( 2 ) D Common Stock 04/25/2017 M( 1 ) 31,150 A $ 10.71 53,670 ( 2 ) D Common Stock 04/25/2017 F( 3 ) 20,741 D $ 29 32,929 ( 2 ) D Common Stock 04/25/2017 S( 1 ) 5,204 D $ 29 27,725 ( 2 ) D Common Stock 04/25/2017 M( 1 ) 632 A $ 18.57 28,357 ( 2 ) D Common Stock 04/25/2017 F( 3 ) 512 D $ 29 27,845 ( 2 ) D Common Stock 04/25/2017 S( 1 ) 60 D $ 29 27,785 ( 2 ) D Common Stock 04/25/2017 M( 1 ) 3,850 A $ 18.57 31,635 ( 2 ) D Common Stock 04/25/2017 F( 3 ) 3,117 D $ 29 28,518 ( 2 ) D Common Stock 04/25/2017 S( 1 ) 366 D $ 29 28,152 ( 2 ) D Common Stock 04/25/2017 M( 1 ) 2,352 A $ 18.57 30,504 ( 2 ) D Common Stock 04/25/2017 F( 3 ) 1,904 D $ 29 28,600 ( 2 ) D Common Stock 04/25/2017 S( 1 ) 224 D $ 29 28,376 ( 2 ) D Common Stock 04/25/2017 M( 1 ) 9,352 A $ 18.57 37,728 ( 2 ) D Common Stock 04/25/2017 F( 3 ) 7,570 D $ 29 30,158 ( 2 ) D Common Stock 04/25/2017 S( 1 ) 891 D $ 29 29,267 ( 2 ) D Common Stock 04/25/2017 M( 1 ) 8,786 A $ 18.71 38,053 ( 2 ) D Common Stock 04/25/2017 F( 3 ) 7,135 D $ 29 30,918 ( 2 ) D Common Stock 04/25/2017 S( 1 ) 825 D $ 29 30,093 ( 2 ) D Common Stock 04/25/2017 M( 1 ) 9,478 A $ 20.5 39,571 ( 2 ) D Common Stock 04/25/2017 F( 3 ) 8,006 D $ 29 31,565 ( 2 ) D Common Stock 04/25/2017 S( 1 ) 736 D $ 29 30,829 ( 2 ) 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 Options to purchase Common Stock $ 10.71 04/25/2017 M( 1 ) 5,116 09/09/2016 10/23/2019 Common Stock 5,116 $ 0 31,150 D Options to purchase Common Stock $ 10.71 04/25/2017 M( 1 ) 31,150 09/09/2016 10/23/2019 Common Stock 31,150 $ 0 0 D Options to purchase Common Stock $ 18.57 04/25/2017 M( 1 ) 2,352 06/30/2013( 4 ) 06/30/2022 Common Stock 2,352 $ 0 0 D Options to purchase Common Stock $ 18.57 04/25/2017 M( 1 ) 9,352 ( 5 ) 06/30/2022 Common Stock 9,352 $ 0 2,338 D Options to purchase Common Stock $ 18.57 04/25/2017 M( 1 ) 632 09/09/2016 06/30/2022 Common Stock 632 $ 0 3,850 D Options to purchase Common Stock $ 18.57 04/25/2017 M( 1 ) 3,850 09/09/2016 06/30/2022 Common Stock 3,850 $ 0 0 D Options to purchase Common Stock $ 18.71 04/25/2017 M( 1 ) 8,786 06/25/2014( 6 ) 06/25/2023 Common Stock 8,786 $ 0 0 D Options to purchase Common Stock $ 20.5 04/25/2017 M( 1 ) 9,478 ( 7 ) 07/30/2024 Common Stock 9,478 $ 0 9,478 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Johnson Sharon C/O CATALENT, INC. 14 SCHOOLHOUSE ROAD SOMERSET, NJ08873 See Remarks Signatures /s/ Jose Ibietatorremendia, attorney-in-fact 04/27/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 27, 2017 in order to implement a plan of financial diversification. ( 2 )Includes restricted stock units. ( 3 )Represents shares withheld to pay the exercise price and applicable withholding taxes associated with the exercise of stock options. ( 4 )On June 30, 2012, the reporting person was granted an option to purchase 3,920 shares of common stock of the Issuer which vest and become exercisable in five equal annual installments based on satisfaction of certain performance criteria for each of the fiscal years ending 2013, 2014, 2015, 2016 and 2017. The performance criteria for 2013, 2014 and 2015 were met, resulting in vesting of the option as to 2,352 shares in the aggregate. ( 5 )On June 30, 2012, the reporting person was granted an option to purchase 11,690 shares of common stock of the Issuer, which vest and become exercisable in five equal annual installments beginning on April 1, 2013. ( 6 )On June 25, 2013, the reporting person was granted an option to purchase 29,120 shares of common stock of the Issuer which vest and become exercisable in five equal annual installments based on satisfaction of certain performance criteria for each of the fiscal years ending 2014, 2015, 2016, 2017 and 2018. The performance criteria for 2014 and 2015 were met, resulting in vesting of the option as to 11,648 shares in the aggregate. ( 7 )On July 30, 2014, the reporting person was granted an option to purchase 18,956 shares of common stock of the Issuer, which vest and become exercisable in four equal annual installments beginning on July 30, 2015.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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