Sec Form 4 Filing - WALSH MATTHEW M @ Catalent, Inc. - 2015-07-27

Insider filing report for Changes in Beneficial Ownership
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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
WALSH MATTHEW M
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)
07/27/2015
(Street)
SOMERSET, NJ08822
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 07/27/2015 M( 1 ) 18,690 A $ 14.29 102,810 ( 2 ) D
Common Stock 07/27/2015 F( 3 ) 13,574 D $ 30.5 89,236 ( 2 ) D
Common Stock 07/27/2015 S( 4 ) 5,116 D $ 31.18 84,120 ( 2 ) D
Common Stock 07/27/2015 M( 1 ) 19,267 A $ 10.71 103,387 ( 2 ) D
Common Stock 07/27/2015 F( 3 ) 12,831 D $ 30.5 90,556 ( 2 ) D
Common Stock 07/27/2015 S( 4 ) 6,436 D $ 31.18 84,120 ( 2 ) D
Common Stock 07/27/2015 M( 1 ) 46,760 A $ 10.71 130,880 ( 2 ) D
Common Stock 07/27/2015 F( 3 ) 31,140 D $ 30.5 99,740 ( 2 ) D
Common Stock 07/27/2015 S( 4 ) 15,620 D $ 31.18 84,120 ( 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 $ 14.29 07/27/2015 M( 1 ) 18,690 04/17/2009( 5 ) 04/17/2018 Common Stock 18,690 $ 0 0 D
Options to purchase common stock $ 10.71 07/27/2015 M( 1 ) 19,267 10/23/2010( 6 ) 10/23/2019 Common Stock 19,267 $ 0 0 D
Options to purchase common stock $ 10.71 07/27/2015 M( 1 ) 46,760 10/23/2010( 7 ) 10/23/2019 Common Stock 46,760 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WALSH MATTHEW M
C/O CATALENT, INC.
14 SCHOOLHOUSE ROAD
SOMERSET, NJ08822
See Remarks
Signatures
/s/Christine Caputo, by power of attorney 07/29/2015
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 May 29, 2015 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 pursuant to the 10b5-1 trading plan noted in footnote 1.
( 4 )Represents the shares sold pursuant to the 10b5-1 trading plan noted in footnote 1.
( 5 )On April 17, 2008, the reporting person was granted an option to purchase 18,690 shares of common stock of the Issuer, which vested and became exercisable in five equal annual installments beginning on April 17, 2009.
( 6 )On October 23, 2009, the reporting person was granted an option to purchase 121,310 shares of common stock of the Issuer, which vested and became exercisable in five equal annual installments beginning on October 23, 2010.
( 7 )On October 23, 2009, the reporting person was granted an option to purchase 46,760 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 all 46,760 shares.

Remarks:
Executive Vice President & Chief Financial Officer

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