SEC Form 4 · accession 0001127602-15-007682

COVANCE INC · CVD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Feb 19, 2015

Accepted (ET)

Feb 23, 2015 · 4:07 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^F1	Feb 19, 2015	D	8,346	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Directors Stock Option Plan^F2	$39.80	Feb 19, 2015	D	2,800	D	Feb 19, 2012	Feb 18, 2019	Common Stock	2,800	D
Directors Stock Option Plan^F2	$54.42	Feb 19, 2015	D	2,800	D	Jan 4, 2013	Jan 3, 2020	Common Stock	2,800	D
Directors Stock Option Plan^F2	$52.39	Feb 19, 2015	D	2,800	D	Jan 3, 2014	Jan 2, 2021	Common Stock	2,800	D

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.