SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Fasman Steven L
(Last) (First) (Middle)
C/O CATALENT, INC.
14 SCHOOLHOUSE ROAD
(Street)
SOMERSET NJ 08873
(City) (State) (Zip)
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)
SVP & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
10/14/2020
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock 10/14/2020 M(1) 11,539 A $24.44 87,460(2)(3) D
Common Stock 10/14/2020 F(4) 7,198 D $93.06 80,262(2) D
Common Stock 10/14/2020 M(1) 3,486 A $31.96 83,748(2) D
Common Stock 10/14/2020 F(4) 2,317 D $93.24 81,431(2) D
Common Stock 10/14/2020 S(5) 2,489 D $92.31(6) 78,942(2) D
Common Stock 10/14/2020 S(5) 100 D $92.88 78,842(2) D
Common Stock 10/14/2020 S(5) 1,400 D $94.29(7) 77,442(2) D
Common Stock 10/14/2020 S(5) 100 D $94.89 77,342(2) D
Common Stock 10/14/2020 S(5) 353 D $92.95 76,989(2) D
Common Stock 10/14/2020 S(5) 568 D $92.28(8) 76,421(2) D
Common Stock 10/14/2020 S(5) 500 D $94.33(9) 75,921(2) D
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 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: 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 $24.44 10/14/2020 M(1) 11,539 (10) 07/26/2026 Common Stock 11,539 $0 0 D
Options to purchase Common Stock $31.96 10/14/2020 M(1) 3,486 (11) 08/27/2025 Common Stock 3,486 $0 0 D
Explanation of Responses:
1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in order to implement a plan of financial diversification.
2. Includes restricted stock units.
3. The number of securities reported reflects the acquisition since August 31, 2020 (the date of reporting person's last Form 4) of 38 shares of the Issuer's common stock pursuant to the Issuer's Employee Stock Purchase Plan in transactions exempt from Section 16(b).
4. 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.
5. Represents shares sold pursuant to the Rule 10b5-1 trading plan noted in footnote 1.
6. Volume-weighted average price. These shares were sold in multiple transactions at prices ranging from $91.75 to $92.59, 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.
7. Volume-weighted average price. These shares were sold in multiple transactions at prices ranging from $93.89 to $94.85, 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.
8. Volume-weighted average price. These shares were sold in multiple transactions at prices ranging from $91.79 to $92.59, 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.
9. Volume-weighted average price. These shares were sold in multiple transactions at prices ranging from $93.96 to $94.87, 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.
10. On July 26, 2016, the reporting person was granted options to purchase 23,077 shares of common stock of the Issuer, which vested and became exercisable in four equal annual installments beginning on July 26, 2017.
11. On August 27, 2015, the reporting person was granted options to purchase 13,941 shares of common stock of the Issuer, which vested and became exercisable in four equal annual installments beginning on August 27, 2016.
Remarks:
/s/ Jose Ibietatorremendia, attorney-in-fact 10/16/2020
** 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).
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