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, 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 *   TANANBAUM JAMES B 2. Date of Event Requiring Statement (Month/Day/Year) 05/31/2007 3. Issuer Name and Ticker or Trading Symbol JAZZ PHARMACEUTICALS INC [JAZZ] (Last) (First) (Middle) C/O PROSPECT VENTURE PARTNERS, 435 TASSO STREET, SUITE 200 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) PALO ALTO, CA 94301 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 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	  (1)	  (1)	Common Stock	660,849	$ (1)	I	By Prospect Venture Partners II, L.P. (2)
Series A Convertible Preferred Stock	  (1)	  (1)	Common Stock	10,063	$ (1)	I	By Prospect Associates II, L.P. (3)
Series B Convertible Preferred Stock	  (1)	  (1)	Common Stock	554,801	$ (1)	I	By Prospect Venture Partners II, L.P. (4)
Series B Convertible Preferred Stock	  (1)	  (1)	Common Stock	8,448	$ (1)	I	By Prospect Associates II, L.P. (5)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TANANBAUM JAMES B C/O PROSPECT VENTURE PARTNERS 435 TASSO STREET, SUITE 200 PALO ALTO, CA 94301	  X	Â	Â	Â

Signatures

/s/ Dave Markland, Attorney in Fact for James B. Tananbaum		05/31/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Issuer's Preferred Stock will automatically convert into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering of common stock pursuant to an effective registration statement filed with the United States Securities and Exchange Commission. These shares have no expiration date.
(2)	The shares are owned by Prospect Venture Partners II, L.P. ("PVP II"). Prospect Management Co. II, L.L.C. ("PMC II") serves as the general partner of PVP II. James B. Tananbaum, M.D. is Managing Director of PMC II and shares voting and investment power over the shares held by PVP II. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest.
(3)	The shares are owned by Prospect Associates II, L.P. ("PA II"). PMC II serves as the general partner of PA II. James B. Tananbaum, M.D. is Managing Director of PMC II and shares voting and investment power over the shares held by PA II. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest.
(4)	The shares are owned by PVP II.
(5)	The shares are owned by PA II.

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