Juniper Pharmaceuticals (JNP) Form 3 Initial statement of insider ownership

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Catalent, Inc.

(Last) (First) (Middle)

14 SCHOOLHOUSE ROAD

(Street)

SOMERSET NJ 08873

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/14/2018

3. Issuer Name and Ticker or Trading Symbol
JUNIPER PHARMACEUTICALS INC [ JNP ]

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

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

5. 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 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, par value $0.01 per share	9,285,239(1)	I(2)	See footnote.

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: 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

Explanation of Responses:

1. Represents shares of Juniper Pharmaceuticals, Inc. ("Juniper") purchased by Catalent Pharma Solutions, Inc. ("CPS"), a wholly owned subsidiary of PTS Intermediate Holdings LLC (which in turn is a wholly owned subsidiary of Catalent, Inc. ("Catalent")), immediately following the expiration of the tender offer (the "Offer") at 12:00 midnight, New York City time, at the end of August 13, 2018, which Offer was effected in accordance with the Agreement and Plan of Merger, dated July 2, 2018 (the "Merger Agreement"), by and among CPS, Catalent, Catalent Boston, Inc., a wholly owned subsidiary of CPS ("Merger Sub"), and Juniper. On August 14, 2018, in accordance with the terms and conditions of the Merger Agreement, Merger Sub was merged (the "Merger") with and into Juniper, with Juniper continuing as the surviving corporation, and CPS became the sole owner of all of the 1,000 issued and outstanding shares of common stock of the surviving corporation remaining following the Merger.

2. CPS is a wholly owned subsidiary of Catalent.

Remarks:

	/s/ Steven L. Fasman, Senior Vice President, General Counsel and Secretary	08/15/2018
	** 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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