FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * Winningham Rick E   2. Issuer Name and Ticker or Trading Symbol JAZZ PHARMACEUTICALS INC [JAZZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THERAVANCE, INC., 901 GATEWAY BLVD 3. Date of Earliest Transaction (Month/Day/Year) 01/11/2012 (Street) SOUTH SAN FRANCISCO, CA 94080 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/11/2012   M   30,000 A $ 10.09 30,000 D   Common Stock 01/11/2012   F(1)   6,228 D $ 48.6 23,772 D   Common Stock 01/11/2012   M   12,500 A $ 8.23 36,272 D   Common Stock 01/11/2012   F(1)   2,116 D $ 48.6 34,156 D   Common Stock 01/11/2012   M   12,500 A $ 34.99 46,656 D   Common Stock 01/11/2012   F(1)   8,999 D $ 48.6 37,657 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to buy)

$ 10.09

01/11/2012

M

30,000

(2)

05/03/2020

Common Stock

30,000

$ 0

0

D

Option (right to buy)

$ 8.23

01/11/2012

M

12,500

(3)

08/25/2020

Common Stock

12,500

$ 0

0

D

Option (right to buy)

$ 34.99

01/11/2012

M

12,500

(4)(5)

11/04/2021

Common Stock

12,500

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Winningham Rick E C/O THERAVANCE, INC. 901 GATEWAY BLVD SOUTH SAN FRANCISCO, CA 94080	X

Signatures

/s/ Rick E Winningham		01/13/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Represents shares withheld by the Issuer for cashless exercise of nonstatutory stock options solely to cover exercise price.
(2)	This nonstatutory stock option has a vesting schedule of one third vested on May 4, 2011 and the remainder vested in 24 equal monthly installments thereafter.
(3)	This nonstatutory stock option vested in 12 equal monthly installments from August 15, 2010.
(4)	This nonstatutory stock option has a vesting schedule of 100% vesting in 12 equal monthly installments from August 15, 2011.
(5)	On October 24, 2011, the Board of Directors of the Issuer approved the full vesting of unvested nonstatutory stock options held by the Issuer's officers and non-employee directors, including the Reporting Person. Such vesting acceleration became effective on December 13, 2011.

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