SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ENRIGHT PATRICK G

(Last) (First) (Middle)
C/O LONGITUDE CAPITAL PARTNERS, LLC
800 EL CAMINO REAL, SUITE 220

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
JAZZ PHARMACEUTICALS INC [ JAZZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/11/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/11/2012 M 30,000 A $4.21 30,000 D
Common Stock 01/11/2012 F (1) 2,598 D $48.6 27,402 D
Common Stock 01/11/2012 M 10,000 A $6.33 37,402 D
Common Stock 01/11/2012 F (1) 1,302 D $48.6 36,100 D
Common Stock 01/11/2012 M 12,500 A $8.23 48,600 D
Common Stock 01/11/2012 F (1) 2,116 D $48.6 46,484 D
Common Stock 01/11/2012 M 12,500 A $34.99 58,984 D
Common Stock 01/11/2012 F (1) 8,999 D $48.6 49,985 D
Common Stock 2,827,390 I By Longitude Venture Partners, L.P. (2)
Common Stock 56,667 I By Longitude Capital Associates, L.P. (2)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Option (right to buy) $4.21 01/11/2012 M 30,000 (3) (7) 07/07/2019 Common Stock 30,000 $0 0 D
Option (right to buy) $6.33 01/11/2012 M 10,000 (4) 08/16/2019 Common Stock 10,000 $0 0 D
Option (right to buy) $8.23 01/11/2012 M 12,500 (5) 08/25/2020 Common Stock 12,500 $0 0 D
Option (right to buy) $34.99 01/11/2012 M 12,500 (6) (7) 11/04/2021 Common Stock 12,500 $0 0 D
Explanation of Responses:
1. Represents shares withheld by the Issuer for cashless exercise of nonstatutory stock options solely to cover exercise price.
2. The Reporting Person is a managing member of Longitude Capital Partners, LLC ("Longitude Capital"), the sole general partner of each of Longitude Venture Partners, L.P. and Longitude Capital Associates, L.P. The Reporting Person disclaims beneficial ownership of the securities of the Issuer held by Longitude Venture Partners, L.P. and Longitude Capital Associates, L.P., except to the extent of his pecuniary interest therein.
3. This nonstatutory stock option has a vesting schedule of one third vested on July 7, 2010 and the remainder vesting in 24 equal monthly installments thereafter.
4. This nonstatutory stock option vested in 12 equal monthly installments from August 17, 2009.
5. This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2010.
6. This nonstatutory stock option has a vesting schedule of 100% vesting in 12 equal monthly installments from August 15, 2011.
7. On October 24, 2011, the Board of Directors of the Issuer approved the full vesting of unvested nonstatutory stock options held by the Issuer's officers and non-employee directors, including the Reporting Person. Such vesting acceleration became effective on December 13, 2011.
Remarks:
/s/ Patrick G. Enright 01/13/2012
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.