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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12g-3

January 12, 2012

Response of the Office of Chief Counsel
Division of Corporation Finance


Jazz Pharmaceuticals, Inc.
Incoming letter dated January 3, 2012

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.

  • The Merger will constitute a “succession” for purposes of
    Rule 12g-3(a) under the Exchange Act and New Jazz will be a “large accelerated filer” for purposes of Rule 12b-2 under the Exchange Act.
  • New Jazz may take into account the Company’s reporting history under the Exchange Act in determining its eligibility to use Form S-3. The Company’s reporting history under the Exchange Act may also be used in determining whether New Jazz “meets the requirements for use of Form S-3” within the meaning of Form S-4.
  • The Company’s Exchange Act reporting history may be taken into account when determining New Jazz’s compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
  • Average weekly reported trading volume in Company Common Stock during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of securities that may be sold pursuant to Rule 144(e).

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.


William A. Hines
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 01/13/2012