Edgar Filing: JAZZ PHARMACEUTICALS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

COLELLA SAMUEL D

2. Issuer Name and Ticker or Trading Symbol
JAZZ PHARMACEUTICALS INC [JAZZ]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O VERSANT VENTURES, 3000 SAND HILL ROAD, BLDG 4 STE 210

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2012

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	01/11/2012		M		10,000	A	$ 12.75	10,000	D
Common Stock	01/11/2012		F⁽¹⁾		2,623	D	$ 48.6	7,377	D
Common Stock	01/11/2012		M		10,000	A	$ 7.84	17,377	D
Common Stock	01/11/2012		F⁽¹⁾		1,613	D	$ 48.6	15,764	D
Common Stock	01/11/2012		M		10,000	A	$ 6.33	25,764	D
Common Stock	01/11/2012		F⁽¹⁾		1,302	D	$ 48.6	24,462	D
Common Stock	01/11/2012		M		12,500	A	$ 8.23	36,962	D
Common Stock	01/11/2012		F⁽¹⁾		2,116	D	$ 48.6	34,846	D
Common Stock	01/11/2012		M		12,500	A	$ 34.99	47,346	D
Common Stock	01/11/2012		F⁽¹⁾		8,999	D	$ 48.6	38,347	D
Common Stock								1,488,676	I	By Versant Venture Capital II, L.P. ⁽²⁾
Common Stock								28,260	I	By Versant Affiliates Fund II-A, L.P. ⁽³⁾
Common Stock								13,247	I	By Versant Side Fund II, L.P. ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to buy)

$ 12.75

01/11/2012

10,000

⁽⁵⁾

08/15/2017

Common Stock

10,000

$ 0

Option (right to buy)

$ 7.84

01/11/2012

10,000

⁽⁶⁾

08/15/2018

Common Stock

10,000

$ 0

Option (right to buy)

$ 6.33

01/11/2012

10,000

⁽⁷⁾

08/16/2019

Common Stock

10,000

$ 0

Option (right to buy)

$ 8.23

01/11/2012

12,500

⁽⁸⁾

08/25/2020

Common Stock

12,500

$ 0

Option (right to buy)

$ 34.99

01/11/2012

12,500

⁽⁹⁾⁽¹⁰⁾

11/04/2021

Common Stock

12,500

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
COLELLA SAMUEL D C/O VERSANT VENTURES 3000 SAND HILL ROAD, BLDG 4 STE 210 MENLO PARK, CA 94025	X

Signatures

/s/ Carol A. Gamble as attorney-in-fact for Samuel D. Colella		01/13/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares withheld by the Issuer for cashless exercise of nonstatutory stock options solely to cover exercise price.
(2)	The shares are owned by Versant Venture Capital II, L.P. Versant Ventures II, LLC is the general partner of Versant Venture Capital II, L.P. The Reporting Person is a managing member of Versant Ventures II, LLC and shares voting and investment power over the shares held by Versant Venture Capital II, L.P. The Reporting Person disclaims beneficial ownership of the shares held by Versant Venture Capital II, L.P. except to the extent of his proportionate pecuniary interest therein.
(3)	The shares are owned by Versant Affiliates Fund II-A, L.P. Versant Ventures II, LLC is the general partner of Versant Affiliates Fund II-A, L.P. The Reporting Person is a managing member of Versant Ventures II, LLC and shares voting and investment power over the shares held by Versant Affiliates Fund II-A, L.P. The Reporting Person disclaims beneficial ownership of the shares held by Versant Affiliates Fund II-A, L.P. except to the extent of his proportionate pecuniary interest therein.
(4)	The shares are owned by Versant Side Fund II, L.P. Versant Ventures II, LLC is the general partner of Versant Side Fund II, L.P. The Reporting Person is a managing member of Versant Ventures II, LLC and shares voting and investment power over the shares held by Versant Side Fund II, L.P. The Reporting Person disclaims beneficial ownership of the shares held by Versant Side Fund II, L.P. except to the extent of his proportionate pecuniary interest therein.
(5)	This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2007.
(6)	This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2008.
(7)	This nonstatutory stock option vested in 12 equal monthly installments from August 17, 2009.
(8)	This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2010.
(9)	This nonstatutory stock option has a vesting schedule of 100% vesting in 12 equal monthly installments from August 15, 2011.
(10)	On October 24, 2011, the Board of Directors of the Issuer approved the full vesting of unvested nonstatutory stock options held by the Issuer's officers and non-employee directors, including the Reporting Person. Such vesting acceleration became effective on December 13, 2011.

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