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 * CRESSEY BRYAN C   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 CRESSEY & CO LP, 155 N. WACKER DR., SUITE 4500 3. Date of Earliest Transaction (Month/Day/Year) 01/11/2012 (Street) CHICAGO, CA 60603 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) Code V Amount (A) or (D) Price 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 01/13/2012   X   135,841 A $ 7.37 2,395,091 I By Thoma Cressey Fund VII, L.P. (2) Common Stock 01/13/2012   S(3)   112,844 D $ 43.535 2,282,247 I By Thoma Cressey Fund VII, L.P. (2) Common Stock 01/13/2012   X   2,121 A $ 7.37 37,396 I By Thoma Cressey Friends Fund VII, L.P. (4) Common Stock 01/13/2012   S(3)   1,761 D $ 43.535 35,635 I By Thoma Cressey Friends Fund VII, 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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to buy)

$ 12.75

01/11/2012

M

10,000

(5)

08/15/2017

Common Stock

10,000

$ 0

0

D

Option (right to buy)

$ 7.84

01/11/2012

M

10,000

(6)

08/15/2008

Common Stock

10,000

$ 0

0

D

Option (right to buy)

$ 6.33

01/11/2012

M

10,000

(7)

08/16/2019

Common Stock

10,000

$ 0

0

D

Option (right to buy)

$ 8.23

01/11/2012

M

12,500

(8)

08/25/2020

Common Stock

12,500

$ 0

0

D

Option (right to buy)

$ 34.99

01/11/2012

M

12,500

(9)(10)

11/04/2021

Common Stock

12,500

$ 0

0

D

Common Stock Warrant (right to buy)

$ 7.37

01/13/2012

X

135,841

01/21/2009

07/21/2014

Common Stock

135,841

$ 0

0

I

By Thoma Cressey Fund VII, L.P. (2)

Common Stock Warrant (right to buy)

$ 7.37

01/13/2012

X

2,121

01/21/2009

07/21/2014

Common Stock

2,121

$ 0

0

I

By Thoma Cressey Friends Fund VII, L.P. (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CRESSEY BRYAN C C/O CRESSEY & CO LP 155 N. WACKER DR., SUITE 4500 CHICAGO, CA 60603	X

Signatures

/s/ Carol A. Gamble as attorney-in-fact for Bryan C. Cressey		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 Thoma Cressey Fund VII, L.P. Thoma Cressey Bravo, Inc. is the general partner of Thoma Cressey Fund VII, L.P. Bryan C. Cressey is a partner of Thoma Cressey Bravo, Inc. and shares voting and investment power over the shares held by Thoma Cressey Fund VII, L.P. The Reporting Person disclaims beneficial ownership of the shares held by Thoma Cressey Fund VII, L.P. except to the extent of his proportionate pecuniary interest therein.
(3)	Represents shares withheld by the Issuer for cashless exercise of the warrant pursuant to the terms of the warrant.
(4)	The shares are owned by Thoma Cressey Friends Fund VII, L.P. Thoma Cressey Bravo, Inc. is the general partner of Thoma Cressey Friends Fund VII, L.P. Bryan C. Cressey is a partner of Thoma Cressey Bravo, Inc. and shares voting and investment power over the shares held by Thoma Cressey Friends Fund VII, L.P. The Reporting Person disclaims beneficial ownership of the shares held by Thoma Cressey Friends Fund VII, 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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