CTLT Catalent Inc

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 * Gunther Scott	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, Quality & Reg. Affairs
(Last)          (First)          (Middle) C/O CATALENT, INC., 14 SCHOOLHOUSE ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 7/26/2021
(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
Common Stock	7/26/2021		S(1)		609	D	$113.05 (2)	15900 (3)	D
Common Stock	7/26/2021		S(4)		470	D	$113.02 (5)	15430 (3)	D
Common Stock	7/26/2021		A		753 (6)	A	$0	16183 (3)	D

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	$113.0	7/26/2021		A		3892 (7)		(8)	7/26/2031	Common Stock	3892.0	$0	3892	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 cover tax withholding obligations in connection with the vesting of restricted stock units received pursuant to the Issuer's long-term incentive plan. No shares were withheld by or surrendered to the Issuer.
(2)	Volume-weighted average price. These shares were sold in multiple transactions at prices ranging from $112.77 to $113.38, 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.
(3)	Includes restricted stock units.
(4)	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.
(5)	Volume-weighted average price. These shares were sold in multiple transactions at prices ranging from $112.99 to $113.08, 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.
(6)	Restricted stock units (RSUs) received by the reporting person pursuant to the Issuer's annual grant to executive officers and other personnel under its long-term incentive plan. Each RSU represents the right to receive one share of the Issuer's common stock as of the date of vesting, which will occur three (3) years from the date of award.
(7)	Received by the reporting person pursuant to the Issuer's annual grant to executive officers and other personnel under its long-term incentive plan.
(8)	The options vest and become exercisable in four equal annual installments beginning on July 26, 2022.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Gunther Scott C/O CATALENT, INC. 14 SCHOOLHOUSE ROAD SOMERSET, NJ 08873			SVP, Quality & Reg. Affairs

Signatures
/s/ Jose Ibietatorremendia, attorney-in-fact		7/28/2021
**Signature of Reporting Person		Date