Filing Details
- Accession Number:
- 0001232524-13-000098
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2013-08-14 19:54:13
- Reporting Period:
- 2013-03-07
- Filing Date:
- 2013-08-14
- Accepted Time:
- 2013-08-14 19:54:13
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1232524 | Jazz Pharmaceuticals Plc | JAZZ | Pharmaceutical Preparations (2834) | 981032470 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1555411 | Fintan Keegan | C/O Jazz Pharmaceuticals Plc Connaught House, 1 Burlington Rd, Fl. 4 Dublin 4 L2 | Evp, Technical Operations | No | Yes | No | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Ordinary Shares | Disposition | 2013-03-07 | 3,008 | $59.00 | 45,078 | No | 4 | S | Direct | |
Ordinary Shares | Disposition | 2013-08-12 | 1,212 | $80.83 | 43,866 | No | 4 | S | Direct | |
Ordinary Shares | Disposition | 2013-08-13 | 580 | $81.86 | 43,286 | No | 4 | S | Direct | |
Ordinary Shares | Disposition | 2013-08-13 | 6,874 | $81.40 | 36,412 | No | 4 | S | Direct |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | S | Direct | |
No | 4 | S | Direct | |
No | 4 | S | Direct | |
No | 4 | S | Direct |
Footnotes
- Shares sold to satisfy tax obligations arising out of the vesting of a portion of previously granted restricted stock units.
- Of the ordinary shares directly owned by the Reporting Person following the reported transaction on March 7, 2013, 8,086 shares were subject to an escrow in accordance with that certain Escrow Agreement, dated as of January 18, 2012 (the "Escrow Agreement"), among the Issuer, Jazz Pharmaceuticals, Inc., Seamus Mulligan, as representative of the indemnitors, and Deutsche Bank National Trust Company, as escrow agent. The escrow shares were held by the escrow agent as security for the indemnification obligations under that certain Agreement and Plan of Merger and Reorganization, dated as of September 19, 2011, by and among the Issuer (formerly known as Azur Pharma Limited), Jazz Pharmaceuticals Inc., Jaguar Merger Sub Inc. and Seamus Mulligan, as representative of the indemnitors (as defined therein).
- The Reporting Person had the right to vote the escrowed ordinary shares and to receive all dividends on the escrowed ordinary shares, other than certain dividends paid in capital stock of the Issuer. Any shares of capital stock of the Issuer that were issuable in respect of or in exchange for any escrowed ordinary shares, whether by way of share splits, dividends, or otherwise, would have been issued in the name of the escrow agent and held under the escrow agreement, subject to certain exceptions. The Reporting Person was also entitled to remove his ordinary shares from the escrow account provided he had replaced the removed ordinary shares with cash having an equivalent value. The 8,086 shares in the escrow were released from the escrow as of July 19, 2013.
- This price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.04 to $81.85, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.