12/08/2021 | Press release | Distributed by Public on 12/08/2021 15:54
FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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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 Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
H&F Corporate Investors VII, Ltd. 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA94105 |
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X |
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Hellman & Friedman Investors VII, L.P. 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA94105 |
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X |
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HELLMAN & FRIEDMAN CAPITAL PARTNERS VII, L.P. 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA94105 |
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X |
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HELLMAN & FRIEDMAN CAPITAL PARTNERS VII (PARALLEL), L.P. 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA94105 |
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X |
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HFCP VII (PARALLEL-A), L.P. 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA94105 |
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X |
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H&F EXECUTIVES VII, L.P. 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA94105 |
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X |
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Thorpe Allen R 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA94105 |
X |
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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 |
(*) | 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. |