SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Larkin Finbar

(Last)

(First)

(Middle)

5TH FL, WATERLOO EXCHANGE

WATERLOO RD

(Street)

DUBLIN 4

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2019

3. Issuer Name and Ticker or Trading Symbol
Jazz Pharmaceuticals plc [ JAZZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Technical Development

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares⁽¹⁾	8,488⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽³⁾	05/02/2023	Ordinary Shares	1,706	$58.72	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	02/24/2026	Ordinary Shares	5,658	$123.36	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	03/01/2027	Ordinary Shares	5,560	$136.18	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	02/27/2029	Ordinary Shares	5,355	$140.03	D
Non-Qualified Stock Option (right to buy)	⁽⁷⁾	02/29/2028	Ordinary Shares	5,000	$140.67	D
Non-Qualified Stock Option (right to buy)	⁽⁸⁾	02/26/2024	Ordinary Shares	4,300	$166.62	D
Non-Qualified Stock Option (right to buy)	⁽⁹⁾	09/05/2028	Ordinary Shares	1,200	$168.8	D
Non-Qualified Stock Option (right to buy)	⁽¹⁰⁾	02/25/2025	Ordinary Shares	3,469	$175.19	D

Explanation of Responses:

1. Consists of (1) 187 shares of 1,575 RSUs granted on May 3, 2013 (1,388 having been sold), (2) 473 shares of 1,334 RSUs granted on February 26, 2015 (861 having been sold), (3) 565 unvested RSUs plus 807 shares of the original 2,263 RSUs granted on February 25, 2016 (891 having been sold), (4) 1,112 unvested RSUs plus 530 shares of the original 2,224 RSUs granted on March 2, 2017 (582 having been sold), (5) 1,500 unvested RSUs plus 238 shares of the original 2,000 RSUs granted on March 1, 2018 (262 having been sold), (6) 360 unvested RSUs plus 57 shares of the original 480 RSUs granted on September 6, 2018 (63 having been sold) and (7) 2,142 unvested RSUs granted on February 28, 2019, all of which were granted pursuant to the Issuer's 2011 Equity Issuer Plan. Each RSU grant vests in four equal annual installments, and the remaining unvested RSUs will vest on various dates between February 25, 2020 and March 5, 2023.

2. Includes 517 ordinary shares acquired under a Section 423 Employee Stock Purchase Plan on purchase dates between May 30, 2014 and May 31, 2019.

3. These options were granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vested over four years measured from the grant date, May 3, 2013, with 1/4th vesting on April 9, 2014 and the remainder vesting in 36 equal monthly installments thereafter. The option is fully vested and exercisable as of the date of this Form.

4. These options were granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vest over four years measured from the grant date, February 25, 2016, with 1/4th vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter.

5. These options were granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vest over four years measured from the grant date, March 2, 2017, with 1/4th vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter.

6. These options were granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vest over four years measured from the grant date, February 28, 2019, with 1/4th vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter.

7. These options were granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vest over four years measured from the grant date, March 1, 2018, with 1/4th vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter.

8. These options were granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vested over four years measured from the grant date, February 27, 2014, with 1/4th vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter. The option is fully vested and exercisable as of the date of this Form.

9. These options were granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vest over four years measured from the grant date, September 6, 2018, with 1/4th vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter.

10. These options were granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vested over four years measured from the grant date, February 26, 2015, with 1/4th vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter. The option is fully vested and exercisable as of the date of this Form.

	By: Doris Choi, as attorney in fact For: Finbar Larkin	11/07/2019
	** 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 5 (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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