SEC Form 4 · accession 0001127602-15-007596
COVANCE INC · CVD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph L Herring
Officer — Chairman and CEO · Director
Period of report
Feb 19, 2015
Accepted (ET)
Feb 23, 2015 · 12:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001023131
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 19, 2015 | A | 21,865 | $0.00 | A | 192,433 | D | |
| Common Stock | Feb 19, 2015 | F | 55,204 | $107.1862 | D | 137,229 | D | |
| Common StockF1 | Feb 19, 2015 | D | 137,229 | — | D | 0 | D | |
| Common Stock - 401(k) PlanF1 | Feb 19, 2015 | D | 5,075 | — | D | 0 | I | Held By Trustee |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $56.18 | Feb 19, 2015 | D | 30,900 | D | Feb 23, 2009 | Feb 22, 2016 | Common Stock | 30,900 | 0 | D |
| Stock Option (Right to Buy)F2 | $62.65 | Feb 19, 2015 | D | 33,500 | D | Feb 22, 2010 | Feb 21, 2017 | Common Stock | 33,500 | 0 | D |
| Stock Option (Right to Buy)F2 | $81.40 | Feb 19, 2015 | D | 26,000 | D | Feb 21, 2011 | Feb 20, 2018 | Common Stock | 26,000 | 0 | D |
| Stock Option (Right to Buy)F2 | $58.37 | Feb 19, 2015 | D | 104,900 | D | Feb 17, 2014 | Feb 16, 2021 | Common Stock | 104,900 | 0 | D |
| Stock Option (Right to Buy)F3 | $69.01 | Feb 19, 2015 | D | 78,500 | D | — | Feb 18, 2023 | Common Stock | 78,500 | 0 | D |
| Stock Option (Right to Buy)F4 | $101.95 | Feb 19, 2015 | D | 58,600 | D | — | Feb 17, 2024 | Common Stock | 58,600 | 0 | D |
| Stock Option (Right to Buy)F5 | $48.16 | Feb 19, 2015 | D | 90,400 | D | — | Feb 19, 2022 | Common Stock | 90,400 | 0 | D |
Explanation of responses
- F1On November 2, 2014, Laboratory Corporation of America Holdings, a Delaware corporation ("Parent"), entered into that certain merger agreement with the issuer and Neon Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub was merged with and into the issuer (the "Merger"), with issuer surviving the Merger as a wholly owned subsidiary of Parent. On February 19, 2015, the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $75.76 in cash and 0.2686 shares of Parent common stock (the "per-share merger consideration"). The Merger is more fully described in the issuer's proxy statement/prospectus filed with the SEC on January 16, 2015.
- F2These stock options were canceled at the effective time of the Merger in exchange for a cash payment equal to the difference between the value of the merger consideration, which is $75.76 in cash and 0.2686 LabCorp shares for each Covance share, less the exercise price of the stock option. Pursuant to the merger agreement, the price of each LabCorp share for this purpose equaled the average of the volume weighted average trading prices of LabCorp shares on each of the 10 consecutive trading days ending on (and including) the third trading day before the closing date, which was $115.6625.
- F3These stock options were canceled at the effective time of the Merger in exchange for a cash payment equal to the difference between the value of the merger consideration, which is $75.76 in cash and 0.2686 LabCorp shares for each Covance share, less the exercise price of the stock option. Pursuant to the merger agreement, the price of each LabCorp share for this purpose equaled the average of the volume weighted average trading prices of LabCorp shares on each of the 10 consecutive trading days ending on (and including) the third trading day before the closing date, which was $115.6625. These options originally provided for vesting in four equal annual installments beginning February 19, 2014.
- F4These stock options were canceled at the effective time of the Merger in exchange for a cash payment equal to the difference between the value of the merger consideration, which is $75.76 in cash and 0.2686 LabCorp shares for each Covance share, less the exercise price of the stock option. Pursuant to the merger agreement, the price of each LabCorp share for this purpose equaled the average of the volume weighted average trading prices of LabCorp shares on each of the 10 consecutive trading days ending on (and including) the third trading day before the closing date, which was $115.6625. These options originally provided for vesting in four equal annual installments beginning February 18, 2015.
- F5These stock options were canceled at the effective time of the Merger in exchange for a cash payment equal to the difference between the value of the merger consideration, which is $75.76 in cash and 0.2686 LabCorp shares for each Covance share, less the exercise price of the stock option. Pursuant to the merger agreement, the price of each LabCorp share for this purpose equaled the average of the volume weighted average trading prices of LabCorp shares on each of the 10 consecutive trading days ending on (and including) the third trading day before the closing date, which was $115.6625. These options originally provided for vesting in four equal annual installments beginning February 20, 2013.