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 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* WALSH MATTHEW M (Last) (First) (Middle) C/O CATALENT, INC. 14 SCHOOLHOUSE ROAD (Street) SOMERSET NJ 08822 (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) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 07/27/2015
	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	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 (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	$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

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

	/s/Christine Caputo, by power of attorney	07/29/2015
	** 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).
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