Chiminski John R Form 4 Catalent / John R Chiminski ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Chiminski John R

(Last) (First) (Middle)

C/O CATALENT, INC.

14 SCHOOLHOUSE ROAD

(Street)

SOMERSET NJ 08873

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Catalent, Inc. [ CTLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2015

4. If Amendment, Date of 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

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	07/20/2015		M(1)		42,500	A	$10.71	382,618(2)	D
Common Stock	07/20/2015		F(3)		28,441	D	$29.4	354,177(2)	D
Common Stock	07/20/2015		S(4)		14,059	D	$29.4(5)	340,118(2)	D
Common Stock	07/20/2015		M(1)		57,500	A	$10.71	397,618(2)	D
Common Stock	07/20/2015		F(3)		38,478	D	$29.4	359,140(2)	D
Common Stock	07/20/2015		S(4)		19,022	D	$29.4(5)	340,118(2)	D

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 Securities Underlying Derivative Security (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: 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
Options to purchase common stock	$10.71	07/20/2015		M(1)		42,500		03/17/2010(6)	10/23/2019	Common Stock	42,500	$0	430,000	D
Options to purchase common stock	$10.71	07/20/2015		M(1)		57,500		10/23/2010(7)	10/23/2019	Common Stock	57,500	$0	0	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 29, 2015 in order to implement a plan of financial diversification.

2. Includes restricted stock units.

3. Represents shares withheld to pay the exercise price and applicable withholding taxes associated with the exercise of stock options pursuant to the 10b5-1 trading plan noted in footnote 1.

4. Represents the shares sold pursuant to the 10b5-1 trading plan noted in footnote 1.

5. These shares were sold in multiple transactions at prices ranging from $29.25 to $29.88, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. On October 23, 2009, the reporting person was granted an option to purchase 472,500 shares of common stock of the Issuer, which vested and became exercisable in five equal annual installments beginning on March 17, 2010.

7. On October 23, 2009, the reporting person was granted an option to purchase 157,500 shares of common stock of the Issuer which vested and became exercisable in five equal annual installments based on satisfaction of certain performance criteria for each of the fiscal years ending 2010, 2011, 2012, 2013 and 2014. The performance criteria for 2010, 2011, 2012, 2013 and 2014 were met, resulting in vesting of the option as to all 157,500 shares.

Remarks:

President & Chief Executive Officer

	/s/Christine Caputo, by power of attorney	07/22/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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