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 * 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) SVP, Global Sales & Marketing (Last) (First) (Middle) C/O CATALENT, INC., 14 SCHOOLHOUSE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 02/15/2019 (Street) SOMERSET, NJ 08873 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 02/15/2019   M(1)   5,061 A $ 20.5 44,581 (2) D   Common Stock 02/15/2019   F(3)   3,688 D $ 42 40,893 (2) D   Common Stock 02/15/2019   M(1)   4,338 A $ 24.44 45,231 (2) D   Common Stock 02/15/2019   F(3)   3,377 D $ 42 41,854 (2) D   Common Stock 02/15/2019   M(1)   3,058 A $ 31.96 44,912 (2) D   Common Stock 02/15/2019   F(3)   2,671 D $ 42 42,241 (2) D   Common Stock 02/15/2019   S(1)   7,315 D $ 42 34,926 (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

$ 20.5

02/15/2019

M(1)

5,061

07/30/2015(4)

07/30/2024

Common Stock

5,061

$ 0

0

D

Options to purchase Common Stock

$ 31.96

02/15/2019

M(1)

3,058

08/27/2016(5)

08/27/2025

Common Stock

3,058

$ 0

3,059

D

Options to purchase Common Stock

$ 24.44

02/15/2019

M(1)

4,338

07/26/2017(6)

07/26/2026

Common Stock

4,338

$ 0

8,677

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Downie William C/O CATALENT, INC. 14 SCHOOLHOUSE ROAD SOMERSET, NJ 08873			SVP, Global Sales & Marketing

Signatures

/s/ Jose Ibietatorremendia, attorney-in-fact		02/20/2019
**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 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)	On July 30, 2014, the reporting person was granted options 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. (S1221)
(5)	On August 27, 2015, the reporting person was granted options to purchase 12,233 shares of common stock of the Issuer, which vest and become exercisable in four equal annual installments beginning on August 27, 2016. (S10)
(6)	On July 26, 2016, the reporting person was granted options to purchase 17,353 shares of common stock of the Issuer, which vest and become exercisable in four equal annual installments beginning on July 26, 2017. (S68)

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