SEC Form 3 · accession 0001209191-16-132961
ALBANY MOLECULAR RESEARCH INC · AMRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Lauro Cinquantasette S.p.A.
Director · 10% Owner
Period of report
Jul 11, 2016
Accepted (ET)
Jul 18, 2016 · 11:59 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001065087
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | holding | — | — | — | 7,051,295 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Share Purchase Agreement, as amended from time to time, the Issuer indirectly through a wholly owned subsidiary purchased from Lauro Cinquantasette S.p.A ("Lauro 57") 100% of the capital stock of Prime European Therapeuticals S.p.A., a company organized under the laws of Italy, for an aggregate purchase price of 315 EUR million, including (i) 164 EUR million in cash, (ii) the issuance of 7,051,295 shares of common stock, $0.01 par value of the Issuer (the "Consideration Shares"), and (iii) 55 EUR million in deferred cash consideration payable to Lauro 57 in the form of two notes issued by Albany Molecular Luxembourg S.a.r.l., an affiliate of the Issuer.
- F2Lauro 57 directly owns 7,051,295 shares of common stock of the Issuer (approximately 16.49% of the total number of shares of common stock outstanding). Lauro Quarantotto S.p.A. ("Lauro 48") directly owns 41.34% of the total capital stock of Lauro 57 (and thereby indirectly holds 6.82% of the Issuer). Clessidra S.G.R. S.p.A. ("Clessidra") owns 100% of the total capital stock of Lauro 48 (and thereby indirectly holds 6.82% of the Issuer). Clessidra is an exempt reporting adviser (SEC file number: 802-75612) that operates and manages investments in the interest of the private equity fund Clessidra Capital Partners II.
- F3None of Lauro 57's shareholders independently control Lauro 57, but Lauro 48, through a Patto Parasociale Consolidato (i.e., a Shareholders Agreement) entered into with the other shareholders of Lauro 57 (the "Lauro 57 Shareholders Agreement"), has the power to appoint four directors to Lauro 57's board of directors and all such directors must approve of any disposition of any securities held by Lauro 57 valued in excess of 10 EUR million. Additionally, under the Lauro 57 Shareholders Agreement, Lauro 48 has certain "drag along" rights with respect to the stock in Lauro 57.
- F4Each of the reporting persons (other than Lauro 57) disclaims beneficial ownership of the securities held directly by Lauro 57 except to the extent of any pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities.