SEC FORM 4

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^*

ENRIGHT PATRICK G

(Last)

(First)

(Middle)

C/O LONGITUDE CAPITAL PARTNERS, LLC

800 EL CAMINO REAL, SUITE 220

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Jazz Pharmaceuticals plc [ 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)
02/28/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	02/28/2014		X		929,243	A⁽¹⁾	$4	929,243⁽²⁾	I	By Longitude Venture Partners, L.P.⁽³⁾
Ordinary Shares	02/28/2014		X		18,624	A⁽¹⁾	$4	18,624⁽²⁾	I	By Longitude Capital Associates, L.P.⁽³⁾
Ordinary Shares	02/28/2014		S		686	D	$165.94	928,557	I	By Longitude Venture Partners, L.P.⁽³⁾
Ordinary Shares	02/28/2014		S		14	D	$165.94	18,610	I	By Longitude Capital Associates, L.P.⁽³⁾
Ordinary Shares	02/28/2014		S		28	D	$164.5	928,529	I	By Longitude Venture Partners, L.P.⁽³⁾
Ordinary Shares	02/28/2014		S		1	D	$164.5	18,609	I	By Longitude Capital Associates, L.P.⁽³⁾
Ordinary Shares	02/28/2014		S		3,645	D	$162.9373⁽⁴⁾	924,884	I	By Longitude Venture Partners, L.P.⁽³⁾
Ordinary Shares	02/28/2014		S		71	D	$162.9396⁽⁵⁾	18,538	I	By Longitude Capital Associates, L.P.⁽³⁾
Ordinary Shares	02/28/2014		S		39,241	D	$161.9339⁽⁶⁾	885,643	I	By Longitude Venture Partners, L.P.⁽³⁾
Ordinary Shares	02/28/2014		S		787	D	$161.9341⁽⁷⁾	17,751	I	By Longitude Capital Associates, L.P.⁽³⁾
Ordinary Shares	02/28/2014		S		8,866	D	$160.7636⁽⁸⁾	876,777	I	By Longitude Venture Partners, L.P.⁽³⁾
Ordinary Shares	02/28/2014		S		180	D	$160.7731⁽⁹⁾	17,571	I	By Longitude Capital Associates, L.P.⁽³⁾
Ordinary Shares	02/28/2014		S		20,977	D	$159.9108⁽¹⁰⁾	855,800	I	By Longitude Venture Partners, L.P.⁽³⁾
Ordinary Shares	02/28/2014		S		423	D	$159.9091⁽¹¹⁾	17,148	I	By Longitude Capital Associates, L.P.⁽³⁾
Ordinary Shares	02/28/2014		S		28,070	D	$159.0284⁽¹²⁾	827,730	I	By Longitude Venture Partners, L.P.⁽³⁾
Ordinary Shares	02/28/2014		S		559	D	$159.0287⁽¹³⁾	16,589	I	By Longitude Capital Associates, L.P.⁽³⁾
Ordinary Shares	02/28/2014		S		435,588	D	$150.5	392,142	I	By Longitude Venture Partners, L.P.⁽³⁾
Ordinary Shares	02/28/2014		S		8,731	D	$150.5	7,858	I	By Longitude Capital Associates, L.P.⁽³⁾
Ordinary Shares	03/03/2014		S		300⁽²⁾	D	$147.8667⁽¹⁴⁾	11,461⁽²⁾	I	By Longitude Capital Partners, LLC⁽³⁾
Ordinary Shares	03/03/2014		S		2,700	D	$148.5511⁽¹⁵⁾	8,761	I	By Longitude Capital Partners, LLC⁽³⁾
Ordinary Shares	03/03/2014		S		3,700	D	$149.4203⁽¹⁶⁾	5,061	I	By Longitude Capital Partners, LLC⁽³⁾
Ordinary Shares	03/03/2014		S		1,166	D	$150.4536⁽¹⁷⁾	3,895	I	By Longitude Capital Partners, LLC⁽³⁾
Ordinary Shares	03/03/2014		S		3,895	D	$153.7979⁽¹⁸⁾	0	I	By Longitude Capital Partners, LLC⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$4	02/28/2014		X			929,243	07/07/2009	07/06/2016	Ordinary Shares	929,243	$0	0	I	By Longitude Venture Partners, L.P.⁽³⁾
Warrant (right to buy)	$4	02/28/2014		X			18,624	07/07/2009	07/06/2016	Ordinary Shares	18,624	$0	0	I	By Longitude Capital Associates, L.P.⁽³⁾

Explanation of Responses:

1. Reflects acquisition of ordinary shares upon exercise of in-the-money warrant and is therefore exempt from the operation of Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b).

2. On February 28, 2014, Longitude Ventures Partners, L.P.("LVP") and Longitude Capital Associates, L.P.("LCA") distributed to their partners all of the ordinary shares of which they were the record holder prior to the exercise of warrants reflected in this report, totaling 768,670 ordinary shares held of record by LVP and 15,422 shares held of record by LCA. The reporting person reported beneficial ownership over all such shares in his prior reports filed under Section 16(a) of the Securities Exchange Act of 1934, as amended(the "Exchange Act"). The general partner of each of LVP and LCA, Longitude Capital Partners, LLC("LCP"), received an aggregate of 11,761 ordinary shares in such distributions, consisting of 11,530 ordinary shares from LVP and 231 ordinary shares from LCA.

3. The reporting person disclaims beneficial ownership of the securities of Jazz Pharmaceuticals plc held of record by LVP, LCA and LCP, except to the extent of his pecuniary interest therein.

4. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $163.48 to $162.50. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

5. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $163.48 to $162.50. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

6. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $162.43 to $161.45. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

7. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $162.43 to $161.45. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

8. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $161.37 to $160.41. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

9. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $161.37 to $160.41. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

10. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $160.25 to $159.26. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

11. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $160.25 to $159.26. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

12. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $159.24 to $159. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

13. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $159.24 to $159. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

14. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $147.82 to $147.90. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

15. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $148.02 to $148.905. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

16. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $148.95 to $149.91. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

17. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $149.99 to $150.98. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

18. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $153.535 to $154.055. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Jazz Pharmaceuticals plc or a security holder of Jazz Pharmaceuticals plc full information regarding the number of shares and prices at which the sales were effected.

	/s/ Patrick G. Enright	03/04/2014
	** 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).
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