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
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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*
Miyamoto Lance

(Last) (First) (Middle)
C/O CATALENT, INC.
14 SCHOOLHOUSE ROAD

(Street)
SOMERSET NJ 08873

(City) (State) (Zip)
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)
SVP, Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2019
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 03/07/2019 M 35,000 A $18.71 81,799(1) D
Common Stock 03/07/2019 F 22,140 D $42.64 59,659(1) D
Common Stock 03/07/2019 M 13,540 A $18.71 73,199(1) D
Common Stock 03/07/2019 F 9,114 D $42.64 64,085(1) D
Common Stock 03/07/2019 M 11,690 A $18.71 75,775(1) D
Common Stock 03/07/2019 F 8,362 D $42.64 67,413(1) D
Common Stock 03/07/2019 M 63,380 A $12.14 130,793(1) D
Common Stock 03/07/2019 F 40,375 D $42.64 90,418(1) D
Common Stock 03/07/2019 S 43,500 D $42.49(2) 46,918(1) D
Common Stock 03/07/2019 S 119 D $42.55 46,799(1) 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 (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
Options to purchase Common Stock $18.71 03/07/2019 M 35,000 (3) 06/25/2023 Common Stock 35,000 $0 0 D
Options to purchase Common Stock $18.71 03/07/2019 M 13,540 09/09/2016 06/25/2023 Common Stock 13,540 $0 0 D
Options to purchase Common Stock $18.71 03/07/2019 M 11,690 (4) 06/25/2023 Common Stock 11,690 $0 0 D
Options to purchase Common Stock $12.14 03/07/2019 M 63,380 (5) 03/14/2021 Common Stock 63,380 $0 0 D
Explanation of Responses:
1. Includes restricted stock units.
2. Volume-weighted average price. These shares were sold in multiple transactions at prices ranging from $42.40 to $42.76, 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 June 25, 2013, the reporting person was granted an option to purchase 35,000 shares of common stock of the Issuer, which vested and became exercisable in five equal annual installments beginning on June 30, 2014.
4. On June 25, 2013, the reporting person was granted an option to purchase 11,690 shares of common stock of the Issuer, which vested and became exercisable in five equal annual installments based on satisfaction of certain performance-based vesting criteria for each of the fiscal years ending June 30, 2014 through June 30, 2018.
5. On March 14, 2011, the reporting person was granted an option to purchase common stock of the Issuer, which option began to vest and become exercisable upon the passage of time and, in certain cases, the satisfaction of performance criteria beginning March 14, 2012.
Remarks:
/s/ Jose Ibietatorremendia, attorney-in-fact 03/11/2019
** 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.
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