Ownership Submission
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

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 *
WALSH MATTHEW M
  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 (Month/Day/Year)
07/27/2015
(Street)

SOMERSET, NJ 08822
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 07/27/2015   M(1)   18,690 A $ 14.29 102,810 (2) D  
Common Stock 07/27/2015   F(3)   13,574 D $ 30.5 89,236 (2) D  
Common Stock 07/27/2015   S(4)   5,116 D $ 31.18 84,120 (2) D  
Common Stock 07/27/2015   M(1)   19,267 A $ 10.71 103,387 (2) D  
Common Stock 07/27/2015   F(3)   12,831 D $ 30.5 90,556 (2) D  
Common Stock 07/27/2015   S(4)   6,436 D $ 31.18 84,120 (2) D  
Common Stock 07/27/2015   M(1)   46,760 A $ 10.71 130,880 (2) D  
Common Stock 07/27/2015   F(3)   31,140 D $ 30.5 99,740 (2) D  
Common Stock 07/27/2015   S(4)   15,620 D $ 31.18 84,120 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 $ 14.29 07/27/2015   M(1)   18,690   04/17/2009(5) 04/17/2018 Common Stock 18,690 $ 0 0 D  
Options to purchase common stock $ 10.71 07/27/2015   M(1)   19,267   10/23/2010(6) 10/23/2019 Common Stock 19,267 $ 0 0 D  
Options to purchase common stock $ 10.71 07/27/2015   M(1)   46,760   10/23/2010(7) 10/23/2019 Common Stock 46,760 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WALSH MATTHEW M
C/O CATALENT, INC.
14 SCHOOLHOUSE ROAD
SOMERSET, NJ 08822
      See Remarks  

Signatures

 /s/Christine Caputo, by power of attorney   07/29/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 29, 2015 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 10b5-1 trading plan noted in footnote 1.
(4) Represents the shares sold pursuant to the 10b5-1 trading plan noted in footnote 1.
(5) On April 17, 2008, the reporting person was granted an option to purchase 18,690 shares of common stock of the Issuer, which vested and became exercisable in five equal annual installments beginning on April 17, 2009.
(6) On October 23, 2009, the reporting person was granted an option to purchase 121,310 shares of common stock of the Issuer, which vested and became exercisable in five equal annual installments beginning on October 23, 2010.
(7) On October 23, 2009, the reporting person was granted an option to purchase 46,760 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 2010, 2011, 2012, 2013 and 2014. The performance criteria for 2010, 2011, 2012, 2013 and 2014 were met, resulting in vesting of the option as to all 46,760 shares.
 
Remarks:
Executive Vice President & Chief Financial Officer

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