Sec Form 4 Filing - Gennadios Aristippos @ Catalent, Inc. - 2015-04-01

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 Gennadios Aristippos 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) 04/01/2015 (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 04/01/2015 M 4,690 A $ 12.14 12,606 D Common Stock 04/01/2015 F( 1 ) 3,072 D $ 30.61 9,534 D Common Stock 04/01/2015 S 883 D $ 30.61 ( 2 ) 8,651 D Common Stock 04/01/2015 M 30,310 A $ 10.71 38,961 D Common Stock 04/01/2015 F( 1 ) 17,227 D $ 30.61 21,734 D Common Stock 04/01/2015 S 13,083 D $ 30.61 ( 2 ) 8,651 D Common Stock 04/01/2015 M 11,760 A $ 10.71 20,411 D Common Stock 04/01/2015 F( 1 ) 6,703 D $ 30.61 13,708 D Common Stock 04/01/2015 S 5,057 D $ 30.61 ( 2 ) 8,651 D Common Stock 04/01/2015 M 14,000 A $ 12.14 22,651 D Common Stock 04/01/2015 F( 1 ) 9,625 D $ 30.61 13,026 D Common Stock 04/01/2015 S 4,375 D $ 30.61 ( 2 ) 8,651 D Common Stock 04/01/2015 M 4,704 A $ 12.14 13,355 D Common Stock 04/01/2015 F( 1 ) 3,234 D $ 30.61 10,121 D Common Stock 04/01/2015 S 1,470 D $ 30.61 ( 2 ) 8,651 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 $ 14.29 04/01/2015 M 4,690 05/07/2008( 3 ) 05/07/2017 Common Stock 4,690 $ 0 0 D Options to purchase common stock $ 10.71 04/01/2015 M 30,310 10/23/2010( 4 ) 10/23/2019 Common Stock 30,310 $ 0 0 D Options to purchase common stock $ 10.71 04/01/2015 M 11,760 10/23/2010( 5 ) 10/23/2019 CommonStock 11,760 $ 0 0 D Options to purchase common stock $ 12.14 04/01/2015 M 14,000 02/08/2012( 6 ) 02/08/2021 Common Stock 14,000 $ 0 3,500 D Options to purchase common stock $ 12.14 04/01/2015 M 4,704 02/08/2012( 7 ) 02/08/2021 common Stock 4,704 $ 0 1,176 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gennadios Aristippos C/O CATALENT, INC. 14 SCHOOLHOUSE ROAD SOMERSET, NJ08873 See Remarks Signatures Christine Caputo, by power of attorney 04/03/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares withheld to pay the exercise price and applicable withholding taxes associated with the exercise of stock options. ( 2 )These shares were sold in multiple transactions at prices ranging from $30.19 to $30.93, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 3 )On May 7, 2007, the reporting person was granted an option to purchase 4,690 shares of common stock of the Issuer, which vested and became exercisable in five equal annual installments beginning on May 7, 2008. ( 4 )On October 23, 2009, the reporting person was granted an option to purchase 30,310 shares of common stock of the Issuer, which vest and become exercisable in five equal annual installments beginning on October 23, 2010. ( 5 )On October 23, 2009, the reporting person was granted an option to purchase 11,760 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 2010, 2011, 2012, 2013 and 2014. The performance criteria for 2010, 2011, 2012, 2013 and 2014 were met, resulting in vesting of the option as to 11,760 shares. ( 6 )On February 8, 2011, the reporting person was granted an option to purchase 17,500 shares of common stock of the Issuer, which vest and become exercisable in five equal annual installments beginning on February 8, 2012. ( 7 )On February 8, 2011, the reporting person was granted an option to purchase 5,880 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 2011, 2012, 2013, 2014 and 2015. The performance criteria for 2011, 2012, 2013 and 2014 were met, resulting in vesting of the option as to 4,704 shares.

Remarks: President, Softgel Technologies

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