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
                                                                                  
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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
                      

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 (MM/DD/YYYY)

3/20/2017
(Street)

SOMERSET, NJ 08873
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/20/2017     M (1)    6202   A $18.71   34604   (2) D    
Common Stock   3/20/2017     F (3)    5054   D $28.76   29550   (2) D    
Common Stock   3/20/2017     S (4)    574   D $28.60   (5) 28976   (2) D    
Common Stock   3/20/2017     M (1)    1031   A $10.71   30007   (2) D    
Common Stock   3/20/2017     F (3)    689   D $28.76   29318   (2) D    
Common Stock   3/20/2017     S (4)    171   D $28.60   (5) 29147   (2) D    
Common Stock   3/20/2017     M (1)    35000   A $10.71   64147   (2) D    
Common Stock   3/20/2017     F (3)    23416   D $28.53   40731   (2) D    
Common Stock   3/20/2017     S (4)    5792   D $28.60   (5) 34939   (2) D    
Common Stock   3/20/2017     M (1)    10122   A $20.50   45061   (2) D    
Common Stock   3/20/2017     F (3)    8582   D $28.76   36479   (2) D    
Common Stock   3/20/2017     S (4)    770   D $28.60   (5) 35709   (2) D    
Common Stock   3/20/2017     M (1)    5748   A $10.71   41457   (2) D    
Common Stock   3/20/2017     F (3)    3837   D $28.76   37620   (2) D    
Common Stock   3/20/2017     S (4)    955   D $28.60   (5) 36665   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   3/20/2017     M   (1)       6202    6/25/2014   (6) 6/25/2023   Common Stock   6202.0   $0   0   D    
Options to purchase Common Stock   $10.71   3/20/2017     M   (1)       1031    10/23/2010   (7) 10/23/2019   Common Stock   1031.0   $0   0   D    
Options to purchase Common Stock   $10.71   3/20/2017     M   (1)       35000    10/23/2010   (8) 10/23/2019   Common Stock   35000.0   $0   0   D    
Options to purchase Common Stock   $20.5   3/20/2017     M   (1)       10122    7/30/2015   (9) 7/30/2024   Common Stock   10122.0   $0   10122   D    
Options to purchase Common Stock   $10.71   3/20/2017     M   (1)       5748    10/23/2010   (10) 10/23/2019   Common Stock   5748.0   $0   29252   D    

Explanation of Responses:
( 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

Reporting Owners
Reporting Owner Name / Address
Relationships
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 3/22/2017
** 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 control number.
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