Initial Statement of Beneficial Ownership (3)
August 15 2018 - 12:43PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
8/14/2018
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3. Issuer Name
and
Ticker or Trading Symbol
JUNIPER PHARMACEUTICALS INC [JNP]
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(Last)
(First)
(Middle)
14 SCHOOLHOUSE ROAD
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
SOMERSET, NJ 08873
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock, par value $0.01 per share
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9285239
(1)
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I
(2)
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See footnote.
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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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.
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(2)
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CPS is a wholly owned subsidiary of Catalent.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Catalent, Inc.
14 SCHOOLHOUSE ROAD
SOMERSET, NJ 08873
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X
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Signatures
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/s/ Steven L. Fasman, Senior Vice President, General Counsel and Secretary
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8/15/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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