SCHEDULE 13G
Amendment No. 1
JAZZ PHARMACEUTICALS PLC
COMMON STOCK
Cusip #G50871105
Cusip #G50871105
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 548,881
Item 6: 0
Item 7: 6,076,356
Item 8: 0
Item 9: 6,080,197
Item 11: 10.214%
Item 12: HC
Cusip #G50871105
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 6,076,356
Item 8: 0
Item 9: 6,080,197
Item 11: 10.214%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
JAZZ PHARMACEUTICALS PLC
Item 1(b). Name of Issuer's Principal Executive Offices:
4TH FLOOR, CONNAUGHT HOUSE
ONE BURLINGTON ROAD
DUBLIN, DUBLIN L2 4
IE
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
245 Summer Street, Boston, Massachusetts 02210
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
COMMON STOCK
Item 2(e). CUSIP Number:
G50871105
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing,
FMR LLC, is a parent holding company in accordance with Section 240.13d-
1(b)(ii)(G). (Note: See Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 6,080,197
(b) Percent of Class: 10.214%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
548,881
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 6,076,356
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
COMMON STOCK of JAZZ PHARMACEUTICALS PLC. No one person's interest in the
COMMON STOCK of JAZZ PHARMACEUTICALS PLC is more than five percent of the
total outstanding COMMON STOCK.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
Signature
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.
May 9, 2014
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008,
by and on behalf of FMR LLC and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 245 Summer Street,
Boston, Massachusetts 02210, a wholly-owned subsidiary of FMR LLC and an
investment adviser registered under Section 203 of the Investment Advisers
Act of 1940, is the beneficial owner of 4,632,131 shares or 7.781% of the
COMMON STOCK outstanding of JAZZ PHARMACEUTICALS PLC ("the Company") as a
result of acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940.
Edward C. Johnson 3d and FMR LLC, through its control of
Fidelity, and the funds each has sole power to dispose of the 4,632,131
shares owned by the Funds.
Fidelity SelectCo, LLC ("SelectCo"), 1225 17th Street,
Suite 1100, Denver, Colorado 80202, a wholly-owned subsidiary of FMR LLC
and an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, is the beneficial owner of 899,185 shares or 1.511%
of the COMMON STOCK outstanding of JAZZ PHARMACEUTICALS PLC ("the Company")
as a result of acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940 (the
"SelectCo Funds").
Edward C. Johnson 3d and FMR LLC, through its control of
SelectCo, and the SelectCo Funds each has sole power to dispose of the
899,185 owned by the SelectCo Funds.
Members of the family of Edward C. Johnson 3d, Chairman of
FMR LLC, are the predominant owners, directly or through trusts, of Series
B voting common shares of FMR LLC, representing 49% of the voting power of
FMR LLC. The Johnson family group and all other Series B shareholders have
entered into a shareholders' voting agreement under which all Series B
voting common shares will be voted in accordance with the majority vote of
Series B voting common shares. Accordingly, through their ownership of
voting common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with respect to
FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR
LLC, has the sole power to vote or direct the voting of the shares owned
directly by the Fidelity Funds, which power resides with the Funds' Boards
of Trustees. Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Fidelity Management Trust Company, 245 Summer Street,
Boston, Massachusetts 02210, a wholly-owned subsidiary of FMR LLC and a
bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934,
is the beneficial owner of 72,900 shares or 0.122% of the COMMON STOCK
outstanding of the Company as a result of its serving as investment manager
of the institutional account(s).
Edward C. Johnson 3d and FMR LLC, through its control of
Fidelity Management Trust Company, each has sole dispositive power over
72,900 shares and sole power to vote or to direct the voting of 72,900
shares of COMMON STOCK owned by the institutional account(s) as reported
above.
Strategic Advisers, Inc., 245 Summer Street, Boston,
Massachusetts 02210, a wholly-owned subsidiary of FMR LLC and an investment
adviser registered under Section 203 of the Investment Advisers Act of
1940, provides investment advisory services to individuals. As such, FMR
LLC's beneficial ownership includes 52 shares, or 0.000%, of the COMMON
STOCK outstanding of JAZZ PHARMACEUTICALS PLC, beneficially owned through
Strategic Advisers, Inc.
Pyramis Global Advisors Trust Company ("PGATC"), 900 Salem
Street, Smithfield, Rhode Island 02917, an indirect wholly-owned subsidiary
of FMR LLC and a bank as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934, is the beneficial owner of 243,171 shares or 0.408%
of the outstanding COMMON STOCK of the JAZZ PHARMACEUTICALS PLC as a result
of its serving as investment manager of institutional accounts owning such
shares.
Edward C. Johnson 3d and FMR LLC, through its control of
Pyramis Global Advisors Trust Company, each has sole dispositive power over
229,300 shares and sole power to vote or to direct the voting of 243,171
shares of COMMON STOCK owned by the institutional accounts managed by PGATC
as reported above.
Crosby Advisors LLC, 11 Keewaydin Drive, Suite 200, Salem,
New Hampshire, 03079, a wholly-owned subsidiary of Crosby Company of New
Hampshire LLC ("CCNH"), is the beneficial owner of 232,377 shares or 0.390%
of the outstanding COMMON STOCK of JAZZ PHARMACEUTICALS PLC as a result of
providing investment advisory services to individuals, trusts and limited
liability entities. Members of the family of Edward C. Johnson 3d, Chairman
of FMR LLC, directly or indirectly, own CCNH.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on May 9, 2014, agree and consent
to the joint filing on their behalf of this Schedule 13G in connection with
their beneficial ownership of the COMMON STOCK of JAZZ PHARMACEUTICALS PLC
at April 30, 2014.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008, by
and on behalf of FMR LLC and its direct and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008, by
and on behalf of Edward C. Johnson 3d
Fidelity Management & Research Company
By /s/ Scott C. Goebel
Scott C. Goebel
Senior V.P. and General Counsel
Document-Separator. This page separates the filing documents of two
notifications.
Page of
Exhibit A