Edgar Filing: KRAVIS HENRY R

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â KKR JP III LLC

2. Date of Event Requiring Statement (Month/Day/Year)
01/18/2012

3. Issuer Name and Ticker or Trading Symbol
Jazz Pharmaceuticals plc [JAZZ]

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,Â 9 WEST 57TH STREET

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Footnotes (1)-(7)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10019

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,906,501 ⁽¹⁾	I	Held by KKR JP LLC See footnotes ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	36,445 ⁽¹⁾	I	Held by KKR JP III LLC See footnotes ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants (right to buy)	01/21/2009	07/21/2014	Common Stock	597,837 ⁽¹⁾	$ 7.37	I	Held by KKR JP LLC See footnotes ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KKR JP III LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET NEW YORK,Â NYÂ 10019	Â	Â X	Â	See Footnotes (1)-(7)
KKR Partners III, L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK,Â NYÂ 10019	Â	Â X	Â	See Footnotes (1)-(7)
KKR III GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK,Â NYÂ 10019	Â	Â X	Â	See Footnotes (1)-(7)
KRAVIS HENRY R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK,Â NYÂ 10019	Â	Â X	Â	See Footnotes (1)-(7)
ROBERTS GEORGE R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK,Â NYÂ 10019	Â	Â X	Â	See Footnotes (1)-(7)

Signatures

KKR JP III LLC,/s/ Richard J. Kreider,Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer		01/18/2012
^**Signature of Reporting Person		Date
KKR III GP LLC ,/s/ Richard J. Kreider,Title: Attorney-in-fact for William J. Janetschek, Member		01/18/2012
^**Signature of Reporting Person		Date
KKR III GP LLC ,/s/ Richard J. Kreider,Title: Attorney-in-fact for William J. Janetschek, Member		01/18/2012
^**Signature of Reporting Person		Date
Henry R. Kravis,/s/ Richard J. Kreider,Title: Attorney-in-Fact		01/18/2012
^**Signature of Reporting Person		Date
George R. Roberts,/s/ Richard J. Kreider ,Title: Attorney-in-Fact		01/18/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	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, dated as of September 19, 2011. The effective date of the Merger is January 18, 2012. This report is being filed by the Reporting Persons solely to report the acquisition of securities of the Issuer made in connection with the Merger. The Reporting Persons have filed a separate Form 4 to reflect the corresponding disposition of securities of Jazz Pharmaceuticals, Inc. made in connection with the Merger.
(2)	KKR JP LLC ("KKR JP") directly holds 9,906,501 ordinary shares of the Issuer, and warrants to purchase 597,837 ordinary shares of the Issuer. As the sole member of KKR JP, KKR Millennium Fund L.P. ("KKR Millennium Fund") may be deemed to be the beneficial owner of such securities held by KKR JP. As the sole general partner of KKR Millennium Fund, KKR Associates Millennium L.P. ("KKR Associates Millennium") also may be deemed to be the beneficial owner of such securities held by KKR JP. As the sole general partner of KKR Associates Millennium, KKR Millennium GP LLC ("KKR Millennium GP") also may be deemed to be the beneficial owner of such securities held by KKR JP. (Continued in footnote 3)
(3)	(Continued from footnote 2) As the designated member of KKR Millennium GP, KKR Fund Holdings L.P. ("KKR Fund Holdings") also may be deemed to be the beneficial owner of such securities held by KKR JP. As the general partner of KKR Fund Holdings, KKR Fund Holdings GP Limited ("KKR Fund Holdings GP") also may be deemed to be the beneficial owner of such securities held by KKR JP.
(4)	Each of KKR Group Holdings L.P. ("KKR Group Holdings") (as the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings L.P.); KKR Group Limited ("KKR Group") (as the general partner of KKR Group Holdings); KKR & Co. L.P. ("KKR & Co.") (as the sole shareholder of KKR Group); and KKR Management LLC ("KKR Management") (as the general partner of KKR & Co.) may be deemed to be the beneficial owner of the securities held by KKR JP.
(5)	KKR JP III LLC ("KKR JP III") directly holds 36,445 ordinary shares of the Issuer. As the sole member of KKR JP III, KKR Partners III, L.P. ("KKR Partners III") may be deemed to be the beneficial owner of such securities held by KKR JP III. As the sole general partner of KKR Partners III, KKR III GP LLC ("KKR III GP") also may be deemed to be the beneficial owner of such securities held by KKR JP III.
(6)	As the designated members of KKR Management LLC and the managing members of KKR III GP LLC, Messrs. Henry R. Kravis and George R. Roberts may be deemed to be the beneficial owner of the securities held by KKR JP and KKR JP III. Messrs. Henry R. Kravis and George R. Roberts have also been designated as managers of KKR Millennium GP by KKR Fund Holdings.
(7)	Each Reporting Person and each other person named in notes (2) through (5) above disclaims beneficial ownership of any securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owners of any equity securities covered by this statement. The Reporting Persons may be deemed to be a group, but disclaim such group membership.
Â Remarks: BecauseÂ noÂ moreÂ thanÂ 10Â reportingÂ personsÂ canÂ fileÂ anyÂ oneÂ FormÂ 4Â throughÂ theÂ SEC'sÂ EDGARÂ system,Â theÂ reportingÂ personsÂ haveÂ filedÂ two FormÂ 4sÂ withÂ respectÂ toÂ theÂ IssuerÂ onÂ theÂ dateÂ hereof,Â allÂ ofÂ which,Â takenÂ together,Â constituteÂ oneÂ FormÂ 4.Â TheÂ reportingÂ persons namedÂ inÂ BoxÂ 1Â ofÂ theseÂ twoÂ FormÂ 4'sÂ areÂ KKRÂ FundÂ HoldingsÂ L.P.Â andÂ KKRÂ JPÂ IIIÂ LLC,Â andÂ otherÂ reportingÂ personsÂ areÂ listedÂ elsewhere inÂ theseÂ forms.Â ThisÂ FormÂ 4Â isÂ filedÂ asÂ PartÂ 2Â ofÂ 2Â parts.

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