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^*

Johnson Sharon

(Last)

(First)

(Middle)

C/O CATALENT, INC.

14 SCHOOLHOUSE ROAD

(Street)

SOMERSET

08873

(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)
04/25/2017

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)
Common Stock	04/25/2017		M⁽¹⁾		5,116	A	$10.71	26,781⁽²⁾	D
Common Stock	04/25/2017		F⁽³⁾		3,407	D	$29	23,374⁽²⁾	D
Common Stock	04/25/2017		S⁽¹⁾		854	D	$29	22,520⁽²⁾	D
Common Stock	04/25/2017		M⁽¹⁾		31,150	A	$10.71	53,670⁽²⁾	D
Common Stock	04/25/2017		F⁽³⁾		20,741	D	$29	32,929⁽²⁾	D
Common Stock	04/25/2017		S⁽¹⁾		5,204	D	$29	27,725⁽²⁾	D
Common Stock	04/25/2017		M⁽¹⁾		632	A	$18.57	28,357⁽²⁾	D
Common Stock	04/25/2017		F⁽³⁾		512	D	$29	27,845⁽²⁾	D
Common Stock	04/25/2017		S⁽¹⁾		60	D	$29	27,785⁽²⁾	D
Common Stock	04/25/2017		M⁽¹⁾		3,850	A	$18.57	31,635⁽²⁾	D
Common Stock	04/25/2017		F⁽³⁾		3,117	D	$29	28,518⁽²⁾	D
Common Stock	04/25/2017		S⁽¹⁾		366	D	$29	28,152⁽²⁾	D
Common Stock	04/25/2017		M⁽¹⁾		2,352	A	$18.57	30,504⁽²⁾	D
Common Stock	04/25/2017		F⁽³⁾		1,904	D	$29	28,600⁽²⁾	D
Common Stock	04/25/2017		S⁽¹⁾		224	D	$29	28,376⁽²⁾	D
Common Stock	04/25/2017		M⁽¹⁾		9,352	A	$18.57	37,728⁽²⁾	D
Common Stock	04/25/2017		F⁽³⁾		7,570	D	$29	30,158⁽²⁾	D
Common Stock	04/25/2017		S⁽¹⁾		891	D	$29	29,267⁽²⁾	D
Common Stock	04/25/2017		M⁽¹⁾		8,786	A	$18.71	38,053⁽²⁾	D
Common Stock	04/25/2017		F⁽³⁾		7,135	D	$29	30,918⁽²⁾	D
Common Stock	04/25/2017		S⁽¹⁾		825	D	$29	30,093⁽²⁾	D
Common Stock	04/25/2017		M⁽¹⁾		9,478	A	$20.5	39,571⁽²⁾	D
Common Stock	04/25/2017		F⁽³⁾		8,006	D	$29	31,565⁽²⁾	D
Common Stock	04/25/2017		S⁽¹⁾		736	D	$29	30,829⁽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)
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)
Options to purchase Common Stock	$10.71	04/25/2017		M⁽¹⁾			5,116	09/09/2016	10/23/2019	Common Stock	5,116	$0	31,150	D
Options to purchase Common Stock	$10.71	04/25/2017		M⁽¹⁾			31,150	09/09/2016	10/23/2019	Common Stock	31,150	$0	0	D
Options to purchase Common Stock	$18.57	04/25/2017		M⁽¹⁾			2,352	06/30/2013⁽⁴⁾	06/30/2022	Common Stock	2,352	$0	0	D
Options to purchase Common Stock	$18.57	04/25/2017		M⁽¹⁾			9,352	⁽⁵⁾	06/30/2022	Common Stock	9,352	$0	2,338	D
Options to purchase Common Stock	$18.57	04/25/2017		M⁽¹⁾			632	09/09/2016	06/30/2022	Common Stock	632	$0	3,850	D
Options to purchase Common Stock	$18.57	04/25/2017		M⁽¹⁾			3,850	09/09/2016	06/30/2022	Common Stock	3,850	$0	0	D
Options to purchase Common Stock	$18.71	04/25/2017		M⁽¹⁾			8,786	06/25/2014⁽⁶⁾	06/25/2023	Common Stock	8,786	$0	0	D
Options to purchase Common Stock	$20.5	04/25/2017		M⁽¹⁾			9,478	⁽⁷⁾	07/30/2024	Common Stock	9,478	$0	9,478	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 27, 2017 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.

4. On June 30, 2012, the reporting person was granted an option to purchase 3,920 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 2013, 2014, 2015, 2016 and 2017. The performance criteria for 2013, 2014 and 2015 were met, resulting in vesting of the option as to 2,352 shares in the aggregate.

5. On June 30, 2012, the reporting person was granted an option to purchase 11,690 shares of common stock of the Issuer, which vest and become exercisable in five equal annual installments beginning on April 1, 2013.

6. On June 25, 2013, the reporting person was granted an option to purchase 29,120 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 2014, 2015, 2016, 2017 and 2018. The performance criteria for 2014 and 2015 were met, resulting in vesting of the option as to 11,648 shares in the aggregate.

7. On July 30, 2014, the reporting person was granted an option to purchase 18,956 shares of common stock of the Issuer, which vest and become exercisable in four equal annual installments beginning on July 30, 2015.

Remarks:

	/s/ Jose Ibietatorremendia, attorney-in-fact	04/27/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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