SEC FORM 3

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^*

Leonard Stephen

(Last)

(First)

(Middle)

14 SCHOOLHOUSE ROAD

(Street)

SOMERSET

08873

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2014

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

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

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

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	27,690⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Options to purchase Common Stock	⁽²⁾	10/23/2019	Common Stock	140,000	$10.71	D
Options to purchase Common Stock	⁽³⁾	10/23/2019	Common Stock	46,760	$10.71	D
Options to purchase Common Stock	⁽⁴⁾	06/25/2023	Common Stock	6,510	$18.71	D
Options to purchase Common Stock	⁽⁵⁾	07/30/2024	Common Stock	22,196	$20.5	D

Explanation of Responses:

1. Includes restricted stock units.

2. On October 23, 2009, the reporting person was granted an option to purchase 140,000 shares of common stock of the Issuer, which vest and become exercisable in five equal annual installments beginning on October 23, 2010.

3. On October 23, 2009, the reporting person was granted an option to purchase 46,760 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 and 2013 were met, resulting in vesting of the option as to 37,408 shares. For 2014, the performance criteria were met, resulting in 9,352 shares that will vest on October 23, 2014.

4. On June 25, 2013, the reporting person was granted an option to purchase 32,550 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 6,510 shares.

5. On July 30, 2014, the reporting person was granted an option to purchase 22,196 shares of common stock of the Issuer, which vest and become exercisable in four equal annual installments beginning on July 30, 2015.

Remarks:

Senior Vice President, Global Operations Exhibit 24 - Power of Attorney

	/s/ Christine Caputo, by power of attorney	07/31/2014
	** 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 5 (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.