4//SEC Filing
Jazz Pharmaceuticals plc 4
Accession 0001232524-13-000098
$JAZZCIK 0001232524operating
Filed
Aug 13, 8:00 PM ET
Accepted
Aug 14, 7:54 PM ET
Size
11.5 KB
Accession
0001232524-13-000098
Insider Transaction Report
Form 4
Keegan Fintan
EVP, Technical Operations
Transactions
- Sale
Ordinary Shares
2013-03-07$59.00/sh−3,008$177,472→ 45,078 total - Sale
Ordinary Shares
2013-08-13$81.86/sh−580$47,479→ 43,286 total - Sale
Ordinary Shares
2013-08-13$81.40/sh−6,874$559,544→ 36,412 total - Sale
Ordinary Shares
2013-08-12$80.83/sh−1,212$97,966→ 43,866 total
Footnotes (4)
- [F1]Shares sold to satisfy tax obligations arising out of the vesting of a portion of previously granted restricted stock units.
- [F2]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).
- [F3]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.
- [F4]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.
Documents
Issuer
Jazz Pharmaceuticals plc
CIK 0001232524
Entity typeoperating
IncorporatedIreland
Related Parties
1- filerCIK 0001232524
Filing Metadata
- Form type
- 4
- Filed
- Aug 13, 8:00 PM ET
- Accepted
- Aug 14, 7:54 PM ET
- Size
- 11.5 KB