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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
Downie William
(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)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2015
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 02/13/2015 M 6,202 A $10.71 28,473 D
Common Stock 02/13/2015 F(1) 5,122 D $27.86 23,351 D
Common Stock 02/13/2015 S 1,080 D $27.86(2) 22,271 D
Common Stock 02/17/2015 M 35,000 A $10.71 57,271 D
Common Stock 02/17/2015 F(1) 23,595 D $27.82 33,676 D
Common Stock 02/17/2015 S 11,405 D $27.82(3) 22,271 D
Common Stock 02/17/2015 M 103,969 A $10.71 126,240 D
Common Stock 02/17/2015 F(1) 70,374 D $27.82 55,866 D
Common Stock 02/17/2015 S 33,595 D $27.82(3) 22,271 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 $18.71 02/13/2015 M 6,202 06/25/2014(4) 06/25/2023 Common Stock 6,202 $0 24,808 D
Options to purchase common stock $10.71 02/17/2015 M 35,000 10/23/2010(5) 10/23/2019 Common Stock 35,000 $0 0 D
Options to purchase common stock $10.71 02/17/2015 M 103,969 10/23/2010(6) 10/23/2019 Common Stock 103,969 $0 1,031 D
Explanation of Responses:
1. Represents shares withheld to pay the exercise price and applicable withholding taxes associated with the exercise of stock options.
2. These shares were sold in multiple transactions at prices ranging from $27.65 to $28.72, inclusive. The reporting person undertakes to provide to Catalent, Inc., any security holder of Catalent, Inc., 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.
3. These shares were sold in multiple transactions at prices ranging from $27.30 to $27.53, inclusive. The reporting person undertakes to provide to Catalent, Inc., any security holder of Catalent, Inc., 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.
4. On June 25, 2013, the reporting person was granted an option to purchase 31,010 shares of common stock of the Issuer which vest and become exercisable in five equal annual installments based on satisfaction of certain performance criteria for each of the fiscal years ending 2014, 2015, 2016, 2017 and 2018. The performance criteria for 2014 were met, resulting in vesting of the option as to 6,202 shares.
5. On October 23, 2009, the reporting person was granted an option to purchase 35,000 shares of common stock of the Issuer which vest and become 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.
6. On October 23, 2009, the reporting person was granted an option to purchase 105,000 shares of common stock of the Issuer, which vest and become exercisable in five equal annual installments beginning on October 23, 2010.
Remarks:
Senior Vice President, Global Marketing & Sales
Christine Caputo, by power of attorney 02/18/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.