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 *
  DesJardin Michael A.
2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2011
3. Issuer Name and Ticker or Trading Symbol
JAZZ PHARMACEUTICALS INC [JAZZ]
(Last)
(First)
(Middle)
C/O JAZZ PHARMACEUTICALS, INC., 3180 PORTER DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Product Development
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PALO ALTO, CA 94304
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 10,371
D
 

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
Option (right to buy)   (1) 09/14/2014 Common Stock 13,554 $ 15.09 D  
Option (right to buy)   (2) 02/07/2016 Common Stock 3,163 $ 16.6 D  
Option (right to buy)   (3) 08/12/2017 Common Stock 25,527 $ 13.25 D  
Option (right to buy)   (4) 05/15/2018 Common Stock 25,000 $ 7.96 D  
Option (right to buy)   (5) 01/20/2019 Common Stock 70,000 $ 1.25 D  
Option (right to buy)   (6) 03/07/2020 Common Stock 35,000 $ 11.48 D  
Restricted Stock Units   (7) 08/13/2011 Common Stock 709 $ (8) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DesJardin Michael A.
C/O JAZZ PHARMACEUTICALS, INC.
3180 PORTER DRIVE
PALO ALTO, CA 94304
      SVP, Product Development  

Signatures

/s/ Michael A. DesJardin 02/16/2011
**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) This option vested over four years measured from the vesting commencement date, July 12, 2004, with 1/4th vested on the first anniversary of the vesting commencement date and the remainder vested in 36 equal monthly installments thereafter.
(2) This option vested over four years measured from the vesting commencement date, February 8, 2006, in 48 equal monthly installments.
(3) This option vests over four years measured from the vesting commencement date, August 13, 2007, with 1/4th vesting on the first anniversary of the vesting commencement date and the remainder vesting in 36 equal monthly installments thereafter.
(4) This option vests over four years measured from the vesting commencement date, May 7, 2008, with 1/4th vesting on the first anniversary of the vesting commencement date and the remainder vesting in 36 equal monthly installments thereafter.
(5) This option vests over three years measured from the vesting commencement date, January 21, 2009, with 1/3rd vesting on the first anniversary of the vesting commencement date and the remainder vesting in 24 equal monthly installments thereafter.
(6) This option vests over four years measured from the vesting commencement date, March 8, 2010, with 1/4th vesting on the first anniversary of the vesting commencement date and the remainder vesting in 36 equal monthly installments thereafter.
(7) 100% of the restricted stock units are scheduled to vest on August 13, 2011, assuming continued employment through the vesting date.
(8) Each restricted stock unit represents a contingent right to receive one share of common stock upon the vesting of the unit.

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