Arnold Jonathan Form 4 Catalent / Jonathan Arnold 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^*

Arnold Jonathan

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Pres. Oral & Specialty Deliv.

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2021

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	11/01/2021		M(1)		1,962	A	$36.02	47,046(2)	D
Common Stock	11/01/2021		M(1)		1,039	A	$42.23	48,085(2)	D
Common Stock	11/01/2021		M(1)		2,400	A	$43.88	50,485(2)	D
Common Stock	11/01/2021		M(1)		2,158	A	$54.94	52,643(2)	D
Common Stock	11/01/2021		S(3)		10,672	D	$140.02(4)	41,971(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	$36.02	11/01/2021		M(1)			1,962	(5)	07/24/2027	Common Stock	1,962	$0	0	D
Options to purchase Common Stock	$42.23	11/01/2021		M(1)			1,039	(6)	10/04/2027	Common Stock	1,039	$0	1,042	D
Options to purchase Common Stock	$43.88	11/01/2021		M(1)			2,400	(7)	07/23/2028	Common Stock	2,400	$0	2,745	D
Options to purchase Common Stock	$54.94	11/01/2021		M(1)			2,158	(8)	07/22/2029	Common Stock	2,158	$0	4,318	D

Explanation of Responses:

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

2. Includes restricted stock units.

3. Shares sold pursuant to the Rule 10b5-1 trading plan noted in footnote 1.

4. Volume-weighted average price. These shares were sold in multiple transactions at prices ranging from $140.00 to $140.07, 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.

5. On July 24, 2017, the reporting person was granted options to purchase 7,839 shares of common stock of the Issuer which vest and become exercisable in four equal annual installments beginning on July 24, 2018.

6. On October 4, 2017, the reporting person was granted options to purchase 4,159 shares of common stock of the Issuer which vest and become exercisable in four equal annual installments beginning on October 4, 2018.

7. The options vest and become exercisable in four equal annual installments beginning on July 23, 2019.

8. The options vest and become exercisable in four equal annual installments beginning on July 22, 2020.

Remarks:

	/s/ Jose Ibietatorremendia, attorney-in-fact	11/03/2021
	** 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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