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*
Zippelius Peter

(Last) (First) (Middle)
11111 SANTA MONICA BLVD.
SUITE 2000

(Street)
LOS ANGELES CA 90025

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/23/2020
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 11/23/2020 C 5,392,280(1) A $49.5409 5,392,280(2) I See footnote.(3)
Common Stock 11/23/2020 S 5,392,280(4) D $99.26 0(5) I See footnote.(3)
Common Stock 6,428(6) 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
Series A Convertible Preferred Stock $49.5409(7) 11/23/2020 C 265,223 (8) (9) Common Stock 5,392,280 $49.5409 384,777(10) I See footnote.(3)
Explanation of Responses:
1. Represents shares of Common Stock of the Issuer, par value $0.01 per share (the "Common Stock") issued to Green Equity Investors VII, L.P. ("GEI VII"), Green Equity Investors Side VII, L.P. ("GEI Side VII"), LGP Associates VII-A LLC ("Associates VII-A"), and LGP Associates VII-B LLC ("Associates VII-B"). The shares were issued upon the conversion of shares of Series A Convertible Preferred Stock, par value $0.01 per share ("Series A Convertible Preferred Stock") as described in note 7 to this Form 4. Of the newly-issued shares of Common Stock reported in this row, 2,409,421 were issued to GEI VII, 2,847,068 were issued to GEI Side VII, 13,601 were issued to Associates VII-A, and 122,190 were issued to Associates VII-B.
2. Represents shares owned by GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B. Of the shares of Common Stock reported, 2,409,421 shares are owned by GEI VII, 2,847,068 shares are owned by GEI Side VII, 13,601 shares are owned by Associates VII-A, and 122,190 shares are owned by Associates VII-B.
3. Mr. Zippelius directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B. Mr. Zippelius disclaims beneficial ownership of the shares held by each of GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B except to the extent of his pecuniary interest therein, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
4. Represents shares of Common Stock sold by GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B. Of the shares reported, 2,409,421 were sold by GEI VII, 2,847,068 were sold by GEI Side VII, 13,601 were sold by Associates VII-A, and 122,190 were sold by Associates VII-B.
5. Represents shares of Common Stock owned by GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B. Of the shares reported, 0 are owned by GEI VII, 0 are owned by GEI Side VII, 0 are owned by Associates VII-A, and 0 are owned by Associates VII-B.
6. Represents shares of Common Stock underlying restricted stock units. The shares reported on this row are held by Mr. Zippelius for the benefit of Leonard Green & Partners, L.P. Each restricted stock unit represents the right to receive one share of Common Stock. Of the 6,428 shares of Common Stock reported, 3,642 are vested, 661 will vest on August 27, 2021, and 2,125 will vest on the earlier of October 29, 2021 and the date of the Issuer's fiscal 2020 annual meeting of shareholders.
7. The Series A Convertible Preferred Stock was acquired for $1,000.00 per share and is convertible into Common Stock of the Issuer at a conversion price of $49.5409 per share. The conversion price is subject to certain anti-dilution and other adjustments.
8. Immediately.
9. The Series A Convertible Preferred Stock does not have an expiration date.
10. GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B are the direct owners of the shares reported herein. Of the shares of Series A Convertible Preferred Stock reported, 171,928 are owned by GEI VII, 203,156 are owned by GEI Side VII, 972 are owned by Associates VII-A, and 8,721 are owned by Associates VII-B.
Remarks:
/s/ Andrew C. Goldberg, attorney-in-fact 11/25/2020
** 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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