PPD Inc.

12/08/2021 | Press release | Distributed by Public on 12/08/2021 15:54

Statement of Changes in Beneficial Ownership (Form 4)

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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
H&F Corporate Investors VII, Ltd.
2. Issuer Name and Ticker or Trading Symbol
PPD, Inc. [PPD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
415 MISSION STREET, SUITE 5700
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
SAN FRANCISCO CA 94105
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
H&F Corporate Investors VII, Ltd.
415 MISSION STREET, SUITE 5700

SAN FRANCISCO, CA94105

X
Hellman & Friedman Investors VII, L.P.
415 MISSION STREET, SUITE 5700

SAN FRANCISCO, CA94105

X
HELLMAN & FRIEDMAN CAPITAL PARTNERS VII, L.P.
415 MISSION STREET, SUITE 5700

SAN FRANCISCO, CA94105

X
HELLMAN & FRIEDMAN CAPITAL PARTNERS VII (PARALLEL), L.P.
415 MISSION STREET, SUITE 5700

SAN FRANCISCO, CA94105

X
HFCP VII (PARALLEL-A), L.P.
415 MISSION STREET, SUITE 5700

SAN FRANCISCO, CA94105

X
H&F EXECUTIVES VII, L.P.
415 MISSION STREET, SUITE 5700

SAN FRANCISCO, CA94105

X
Thorpe Allen R
415 MISSION STREET, SUITE 5700

SAN FRANCISCO, CA94105
X

Signatures

H&F CORPORATE INVESTORS VII, LTD. By: /s/ Allen R. Thorpe Name: Allen R. Thorpe Title: Vice President 2021-12-08
**Signature of Reporting Person Date
HELLMAN & FRIEDMAN INVESTORS VII, L.P. By: H&F Corporate Investors VII, Ltd., as general partner By: /s/ Allen R. Thorpe Name: Allen R. Thorpe Title: Vice President 2021-12-08
**Signature of Reporting Person Date
HELLMAN & FRIEDMAN CAPITAL PARTNERS VII, L.P. By: Hellman & Friedman Investors VII, L.P., as general partner By: H&F Corporate Investors VII, Ltd., as general partner By: /s/ Allen R. Thorpe Name: Allen R. Thorpe Title: Vice President 2021-12-08
**Signature of Reporting Person Date
HELLMAN & FRIEDMAN CAPITAL PARTNERS VII (PARALLEL), L.P. By: Hellman & Friedman Investors VII, L.P., as general partner By: H&F Corporate Investors VII, Ltd., as general partner By: /s/ Allen R. Thorpe Name: Allen R. Thorpe Title: Vice President 2021-12-08
**Signature of Reporting Person Date
HFCP VII (PARALLEL-A), L.P. By: Hellman & Friedman Investors VII, L.P., as general partner By: H&F Corporate Investors VII, Ltd., as general partner By: /s/ Allen R. Thorpe Name: Allen R. Thorpe Title: Vice President 2021-12-08
**Signature of Reporting Person Date
H&F EXECUTIVES VII, L.P. By: Hellman & Friedman Investors VII, L.P., as general partner By: H&F Corporate Investors VII, Ltd., as general partner By: /s/ Allen R. Thorpe Name: Allen R. Thorpe Title: Vice President 2021-12-08
**Signature of Reporting Person Date
ALLEN R. THORPE: /s/ Allen R. Thorpe 2021-12-08
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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) On December 8, 2021, Thermo Fisher Scientific Inc., a Delaware corporation ("Buyer"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and Powder Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of April 15, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $47.50 in cash.
(2) Reflects securities directly held by Hellman & Friedman Capital Partners VII, L.P. ("HFCP VII").
(3) Reflects securities directly held by Hellman & Friedman Capital Partners VII (Parallel), L.P. ("HFCP VII Parallel").
(4) Reflects securities directly held by HFCP VII (Parallel-A), L.P. ("HFCP VII Parallel-A").
(5) Reflects securities directly held by H&F Executives VII, L.P. ("H&F VII Executives", and together with HFCP VII, HFCP VII Parallel and HFCP VII Parallel-A, the "H&F VII Funds").
(6) Reflects securities directly held by Hellman & Friedman Capital Partners VIII, L.P. ("HFCP VIII").
(7) Reflects securities directly held by Hellman & Friedman Capital Partners VIII (Parallel), L.P. ("HFCP VIII Parallel").
(8) Reflects securities directly held by HFCP VIII (Parallel-A), L.P. ("HFCP VIII Parallel-A").
(9) Reflects securities directly held by H&F Executives VIII, L.P. ("H&F VIII Executives").
(10) Reflects securities directly held by H&F Associates VIII, L.P. ("H&F VIII Associates", and together with HFCP VIII, HFCP VIII Parallel, HFCP VIII Parallel-A and H&F VIII Executives, the "H&F VIII Funds").
(11) Hellman & Friedman Investors VII, L.P. ("H&F Investors VII") is the general partner of each of the H&F VII Funds. H&F Corporate Investors VII, Ltd. ("H&F VII") is the general partner of H&F Investors VII. Hellman & Friedman Investors VIII, L.P. ("H&F Investors VIII") is the general partner of each of the H&F VIII Funds. H&F Corporate Investors VIII, Ltd. ("H&F VIII") is the general partner of H&F Investors VIII. A three member board of directors of each of H&F VII and H&F VIII has investment discretion over the shares held by the H&F VII Funds and the H&F VIII Funds, respectively. Allen R. Thorpe, a member of the board of directors of PPD, Inc. is a member of the boards of directors of H&F VII and H&F VIII.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.