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 *

BUZY PETER L
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)
President, Gene Therapy
(Last)          (First)          (Middle)

C/O CATALENT, INC., 14 SCHOOLHOUSE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

5/17/2019
(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

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   $0.88   5/17/2019     A      230093   (1)      5/17/2019   12/16/2024   Common Stock   230093.0   $0   230093   D    
Options to purchase Common Stock   $45.37   5/17/2019     A      161813   (2)      5/17/2021   (3) 5/17/2029   Common Stock   161813.0   $0   161813   D    
Restricted Stock Units   $0.0   5/17/2019     A      44082   (4)      5/17/2021   (5) 5/17/2021   Common Stock   44082.0   $0   44082   D    

Explanation of Responses:
(1)  Options to purchase common stock received by the reporting person under the Issuer's omnibus incentive plan in connection with the assumption of certain vested, in-the-money options held by reporting person under the incentive plan of Paragon Bioservices, Inc. coincident with that entity's acquisition by one of Issuer's subsidiaries. The number of options and the exercise price thereof are subject to adjustment based on post-closing net purchase price adjustments.
(2)  Options to purchase common stock received by the reporting person under the Issuer's omnibus incentive plan in connection with reporting person's election as an executive officer of Issuer.
(3)  Vesting as to 50% of the options may be accelerated based on the satisfaction of certain performance criteria.
(4)  Restricted stock units (RSUs) received by the reporting person under the Issuer's omnibus incentive plan in connection with reporting person's election as an executive officer of Issuer. Each RSU represents the right to receive one share of the Issuer's common stock as of the date of vesting.
(5)  Vesting will not occur, and the RSUs will be forfeited, if reporting person fails to purchase and hold an agreed-upon amount of the Issuer's common stock through the scheduled vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BUZY PETER L
C/O CATALENT, INC.
14 SCHOOLHOUSE ROAD
SOMERSET, NJ 08873


President, Gene Therapy

Signatures
/s/ Jose Ibietatorremendia, attorney-in-fact 5/21/2019
** 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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