SEBULSKY ALAN 4
4 · Jazz Pharmaceuticals plc · Filed Jan 18, 2012
Insider Transaction Report
Form 4
SEBULSKY ALAN
Director
Transactions
- Award
Phantom Stock
2012-01-18+16,079→ 16,079 total→ Ordinary Shares (16,079 underlying) - Award
Ordinary Shares
2012-01-18+85,521→ 85,521 total
Footnotes (4)
- [F1]Acquisition made in connection with the conversion of securities in the merger (the "Merger") pursuant to the Agreement and Plan of Merger and Reorganization by and among the Issuer, Jaguar Merger Sub Inc., Jazz Pharmaceuticals, Inc. and Seamus Mulligan, solely in his capacity as indemnitors' representative. The effective date of the Merger is January 18, 2012. This report is being filed by the Reporting Person solely to report the acquisition of securities of the Issuer made in connection with the Merger. The Reporting Person has filed a separate Form 4 to reflect the corresponding disposition of securities of Jazz Pharmaceuticals, Inc. made in connection with the Merger.
- [F2]Received in exchange for an equal number of shares of Jazz Pharmaceuticals, Inc. common stock in connection with the Merger. On the effective date of the Merger, the closing price of JAZZ was $47.34 per share.
- [F3]Each share of phantom stock is the economic equivalent of one ordinary share of the Issuer. The shares of phantom stock become payable in the Issuer's ordinary shares upon the earlier to occur of the tenth (10th) business day following (i) the Reporting Person's separation from service as a director or (ii) a Change of Control (as defined under the Issuer's Amended and Restated Directors Deferred Compensation Plan).
- [F4]Received in the Merger in exchange for, and having substantially the same terms as, shares of phantom stock of Jazz Pharmaceuticlas, Inc.