|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
|
| ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 | ||||||||
| Stock Option (Right to Buy) | $ 105.17 | 08/29/2017 | A | 142,637 | (5)(6)(7) | 07/20/2026 | Common Stock | 142,637 | (5) (6) | 142,637 | D | ||||
| Stock Option (Right to Buy) | $ 132.66 | 08/29/2017 | A | 22,046 | (5)(6)(8) | 03/23/2027 | Common Stock | 22,046 | (5) (6) | 22,046 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Lagarde Michel 168 THIRD AVENUE WALTHAM, MA 02451 |
Senior Vice President | |||
| /s/ Michel Lagarde | 08/31/2017 | |
| **Signature of Reporting Person | Date |
| * | 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) | Pursuant to the terms of the Purchase Agreement, by and between Thermo Fisher Scientific Inc. ("Thermo Fisher"), Patheon N.V. ("Patheon") and Thermo Fisher (CN) Luxembourg S.a r.l., dated as of May 15, 2017 (the "Purchase Agreement"), upon the Closing (as defined in the Purchase Agreement), each outstanding and unvested Patheon restricted stock unit ("RSU") award that was unvested as of immediately prior to the Closing and that was not held by a non-employee director of Patheon was canceled and converted into an RSU award, with substantially the same terms and conditions (including with respect to vesting) as were applicable to such Patheon RSU as of immediately prior to the Closing, with respect to the number of shares of common stock of Thermo Fisher ("Thermo Fisher Shares") that is equal to: |
| (2) | (x) 0.1996919 multiplied by (y) the total number of ordinary shares of Patheon ("Patheon Shares") subject to such Patheon RSU as of immediately prior to the Offer Closing (rounded to the nearest whole share). Each RSU represents a contingent right to receive one Thermo Fisher Share. |
| (3) | The RSUs are scheduled to vest in two equal installments on July 26, 2018 and July 26, 2019. |
| (4) | The RSUs are scheduled to vest in three equal installments on each anniversary of the grant date of the original Patheon RSU (March 23, 2017). |
| (5) | Pursuant to the terms of the Purchase Agreement, upon the Closing, each outstanding and unvested option to acquire Patheon Shares (each, a "Patheon Option") that was unvested as of immediately prior to the Closing was canceled and converted into a stock option award, with substantially the same terms and conditions (including with respect to vesting) as were applicable to such Patheon Option as of immediately prior to the Closing, (i) with respect to a number of Thermo Fisher Shares that is equal to (x) 0.1996919 multiplied by (y) the total number of Patheon Shares subject to such Patheon Option as of immediately prior to the Closing (rounded down to the nearest whole share) and (ii) at an exercise price per Thermo Fisher Share that is equal to (x) the exercise price per share of such Patheon Option divided by (y) 0.1996919 (rounded up to the nearest cent). |
| (6) | Notwithstanding the foregoing, with respect to the performance-based Patheon Options held by Mr. Lagarde, the performance goals were deemed satisfied as of the Closing and the resulting Thermo Fisher options were subject to the following vesting schedule: 50% of the options were deemed vested as of the Closing and 50% of the options would vest in full on the third anniversary of the Closing, subject to Mr. Lagarde's continued employment with Thermo Fisher (or an earlier qualifying termination of employment). |
| (7) | 50% of the options were deemed vested as of the Closing and 50% of the options are scheduled to vest on the third anniversary of the Closing. |
| (8) | The options are scheduled to vest in three equal installments on each anniversary of the grant date of the original Patheon Option (March 23, 2017). |