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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Jazz Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
472147 10 7
(CUSIP Number)
November 19, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 472147 10 7 | |||||
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1. |
Names of Reporting Persons | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 472147 10 7 | |||||
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1. |
Names of Reporting Persons | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
* Based on 42,157,349 outstanding shares of the Common Stock of Issuer, as reported in the Issuers Schedule 14A filed November 10, 2011.
CUSIP No. 472147 10 7 | |||||
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Item 1. | |||||
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(a) |
Name of Issuer | |||
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(b) |
Address of Issuers Principal Executive Offices Palo Alto, California 94304 | |||
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Item 2. | |||||
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(a) |
Name of Person Filing | |||
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(b) |
Address of Principal Business Office or, if none, Residence | |||
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(c) |
Citizenship | |||
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Jazz Investors, LLC | |||
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Beecken Petty OKeefe & Company, LLC | |||
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(d) |
Title of Class of Securities | |||
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(e) |
CUSIP Number | |||
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||||
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
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(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
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(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
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(j) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||
Not applicable | |||||
Item 4. |
Ownership | ||||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||||
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(a) |
Amount beneficially owned: | |||
Jazz Investors, LLC no longer holds any shares of, or warrants to acquire shares of, Common Stock of the Issuer. | |||||
CUSIP No. 472147 10 7 | |||
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The persons named in Item 2(a) of this Schedule 13G may be deemed to be a group with respect to the securities of the Issuer which they hold directly or indirectly. Such persons disclaim such group membership. | |||
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(b) |
Percent of class: See Item 11 of each cover page | |
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(c) |
Number of shares as to which the person has: | |
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(i) |
Sole power to vote or to direct the vote See Item 5 of each cover page |
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(ii) |
Shared power to vote or to direct the vote See Item 6 of each cover page |
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(iii) |
Sole power to dispose or to direct the disposition of See Item 7 of each cover page |
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(iv) |
Shared power to dispose or to direct the disposition of See Item 8 of each cover page |
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Item 5. |
Ownership of Five Percent or Less of a Class | ||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x. | |||
As reported on prior Schedule 13Gs, Jazz Investors, LLC owned 1,529,684 shares of Common Stock of the Issuer and a warrant to acquire 91,975 shares of Common Stock of the Issuer. Jazz Investors, LLC no longer holds any shares of, or warrants to acquire, Common Stock of Issuer. On November 19, 2011, Jazz Investors, LLC distributed all such shares and warrants, without the receipt of any fees or any other consideration, to its owners pro rata based on their beneficial ownership of such securities. Beecken Petty OKeefe Fund II, L.P., Beecken Petty OKeefe QP Fund II, L.P. and Beecken Petty OKeefe Executive Fund II, L.P. as tenants in common (collectively, Fund II) was a member of Jazz Investors, LLC and received shares of Common Stock of the Issuer, as well as the warrant to acquire shares of Common Stock of the Issuer, from Jazz Investors, LLC in connection with the distribution described above. No distributee of such shares or warrants from Jazz Investors, LLC (including Fund II) owns 5% or more of the Common Stock of Issuer.
Beecken Petty OKeefe & Company, LLC (BPOC LLC) was the sole manager of Jazz Investors, LLC. In such capacity BPOC LLC may have been be deemed to have the power to direct the voting and disposition, and to share beneficial ownership, of the securities owned of record by Jazz Investors, LLC. BPOC LLC is also the general partner of Beecken Petty OKeefe & Company II, L.P., which is the general partner of Fund II. In such capacity, BPOC LLC may be deemed to have the power to direct the voting and disposition, and to share beneficial ownership of, the securities owned of record by Fund II. | |||
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person | ||
Not applicable | |||
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | ||
Not applicable | |||
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Item 8. |
Identification and Classification of Members of the Group | ||
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Item 9. |
Notice of Dissolution of Group | ||
Not Applicable | |||
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Item 10. |
Certification | ||
Not Applicable |
CUSIP No. 472147 10 7 |
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated this 9th day of February, 2012
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JAZZ INVESTORS, LLC, | |||
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By: Beecken Petty OKeefe & Company, | |||
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a Delaware limited liability company, | ||
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By: |
/s/ John W. Kneen | |
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Name: |
John W. Kneen | |
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Its: |
Vice President and Chief | |
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BEECKEN PETTY OKEEFE & | |||
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By: |
/s/ John W. Kneen | ||
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Name: |
John W. Kneen | ||
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Its: |
Vice President and Chief Financial | ||