Edgar Filing: Catalent, Inc.

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Downie William

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

(Last)

(First)

(Middle)

C/O CATALENT, INC., 14 SCHOOLHOUSE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2017

(Street)

SOMERSET, NJ 08873

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/20/2017		M⁽¹⁾		6,202	A	$ 18.71	34,604 ⁽²⁾	D
Common Stock	03/20/2017		F⁽³⁾		5,054	D	$ 28.76	29,550 ⁽²⁾	D
Common Stock	03/20/2017		S⁽⁴⁾		574	D	$ 28.6 ⁽⁵⁾	28,976 ⁽²⁾	D
Common Stock	03/20/2017		M⁽¹⁾		1,031	A	$ 10.71	30,007 ⁽²⁾	D
Common Stock	03/20/2017		F⁽³⁾		689	D	$ 28.76	29,318 ⁽²⁾	D
Common Stock	03/20/2017		S⁽⁴⁾		171	D	$ 28.6 ⁽⁵⁾	29,147 ⁽²⁾	D
Common Stock	03/20/2017		M⁽¹⁾		35,000	A	$ 10.71	64,147 ⁽²⁾	D
Common Stock	03/20/2017		F⁽³⁾		23,416	D	$ 28.53	40,731 ⁽²⁾	D
Common Stock	03/20/2017		S⁽⁴⁾		5,792	D	$ 28.6 ⁽⁵⁾	34,939 ⁽²⁾	D
Common Stock	03/20/2017		M⁽¹⁾		10,122	A	$ 20.5	45,061 ⁽²⁾	D
Common Stock	03/20/2017		F⁽³⁾		8,582	D	$ 28.76	36,479 ⁽²⁾	D
Common Stock	03/20/2017		S⁽⁴⁾		770	D	$ 28.6 ⁽⁵⁾	35,709 ⁽²⁾	D
Common Stock	03/20/2017		M⁽¹⁾		5,748	A	$ 10.71	41,457 ⁽²⁾	D
Common Stock	03/20/2017		F⁽³⁾		3,837	D	$ 28.76	37,620 ⁽²⁾	D
Common Stock	03/20/2017		S⁽⁴⁾		955	D	$ 28.6 ⁽⁵⁾	36,665 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options to purchase Common Stock

$ 18.71

03/20/2017

M⁽¹⁾

6,202

06/25/2014⁽⁶⁾

06/25/2023

Common Stock

6,202

$ 0

Options to purchase Common Stock

$ 10.71

03/20/2017

M⁽¹⁾

1,031

10/23/2010⁽⁷⁾

10/23/2019

Common Stock

1,031

$ 0

Options to purchase Common Stock

$ 10.71

03/20/2017

M⁽¹⁾

35,000

10/23/2010⁽⁸⁾

10/23/2019

Common Stock

35,000

$ 0

Options to purchase Common Stock

$ 20.5

03/20/2017

M⁽¹⁾

10,122

07/30/2015⁽⁹⁾

07/30/2024

Common Stock

10,122

$ 0

10,122

Options to purchase Common Stock

$ 10.71

03/20/2017

M⁽¹⁾

5,748

10/23/2010⁽¹⁰⁾

10/23/2019

Common Stock

5,748

$ 0

29,252

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Downie William C/O CATALENT, INC. 14 SCHOOLHOUSE ROAD SOMERSET, NJ 08873			See Remarks

Signatures

/s/ Christine Caputo, by power of attorney		03/22/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 17, 2017 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 Rule 10b5-1 trading plan noted in footnote 1.
(4)	Represents shares sold pursuant to the Rule 10b5-1 trading plan in footnote 1.
(5)	These shares were sold in multiple transactions at prices ranging from $28.26 to $28.79, 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 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.
(7)	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.
(8)	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 beginning on October 23, 2010.
(9)	On July 30, 2014, the reporting person was granted an option to purchase 20,244 shares of common stock of the Issuer, which vest and become exercisable in four equal annual installments beginning on July 30, 2015.
(10)	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 beginning on October 23, 2010.
Remarks: Senior Vice President, Global Sales & Marketing

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