JAZZ Form 4: O'Keefe Receives 3,507 RSUs; Sells 1,805 Shares at $111.25
Rhea-AI Filing Summary
Kenneth W. O'Keefe, identified as a director of Jazz Pharmaceuticals (JAZZ), reported both a grant of restricted stock units and a sale of ordinary shares. On 08/07/2025 he was granted 3,507 restricted stock units under the Issuer's 2007 Amended and Restated Non-Employee Directors Stock Award Plan; each unit represents a contingent right to one ordinary share and, subject to continuous service and conditions, vests in full on July 24, 2026. The next day, 08/08/2025, he sold 1,805 shares at $111.2502 per share to satisfy tax obligations arising from the vesting of previously granted restricted stock units. Following these transactions the reporting person beneficially owns 28,672 shares directly, and 4,445 shares indirectly through The Kenneth W. O'Keefe Trust U/A/D 2/12/1997, of which he is trustee and beneficiary.
Positive
- 3,507 restricted stock units granted to the director under the Issuer's 2007 Non-Employee Directors Stock Award Plan, aligning interests with shareholders
- Vesting date disclosed: units vest in full on July 24, 2026 subject to continuous service, providing clarity on timing of potential future issuance
- Continued insider ownership: reporting person holds 28,672 shares directly after transactions and 4,445 shares indirectly via trust
Negative
- None.
Insights
TL;DR Director received 3,507 RSUs and completed a tax-related sale of 1,805 shares; holdings remain concentrated and aligned.
The grant of 3,507 restricted stock units to a non-employee director is a routine equity-compensation action that aligns the director's interests with shareholders while deferring actual share issuance until vesting on July 24, 2026. The subsequent sale of 1,805 shares at $111.2502 is explicitly described as a transaction to satisfy tax obligations from prior vesting and therefore does not indicate opportunistic disposition of core holdings. Beneficial ownership after the reported transactions stands at 28,672 direct shares plus 4,445 indirect shares, preserving meaningful insider exposure to equity performance. Impact on capital structure or dilution is not indicated in this form.
TL;DR Compensation and tax-related sale are standard governance events; trustee status confirms continued economic interest.
The reported RSU award is granted under the company's non-employee directors plan and vests contingent on continued service, which is consistent with standard governance practices for aligning independent directors with shareholder outcomes. The sale identified by the filer as executed to satisfy tax obligations is a common mechanism following vesting and is not presented as a voluntary portfolio reallocation. The filing also discloses indirect ownership via a trust (4,445 shares), where the reporting person is trustee and beneficiary, reinforcing ongoing economic exposure. Material governance or control changes are not shown.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Ordinary Shares | 1,805 | $111.2502 | $201K |
| Grant/Award | Ordinary Shares | 3,507 | $0.00 | -- |
| holding | Ordinary Shares | -- | -- | -- |
Footnotes (1)
- These restricted stock units are granted pursuant to the Issuer's 2007 Amended and Restated Non-Employee Directors Stock Award Plan. Each restricted stock unit represents a contingent right to receive one ordinary share upon the vesting of the unit. Subject to the Reporting Person's continuous service and certain additional conditions, these units will vest in full on July 24, 2026. Shares sold to satisfy tax obligations arising out of the vesting of previously granted restricted stock units. Shares are held for the benefit of The Kenneth W. O'Keefe Trust U/A/D 2/12/1997, of which the reporting person is both trustee and beneficiary.
