SEC Form 3 · accession 0001209191-16-145693
ALBANY MOLECULAR RESEARCH INC · AMRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Period of report
Sep 28, 2016
Accepted (ET)
Oct 12, 2016 · 4:03 pm 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,F5 | holding | — | — | — | 7,051,295 | I | See notes |
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.
- F3Mandarin Capital Partners Secondary S.C.A. SICAR ("MCPS") directly owns 24.57% of the total capital stock of Lauro 57 (and thereby indirectly holds 4.05% of the Issuer). Mandarin Capital Management Secondary S.A. ("MCMS") owns 10% of the total capital stock of MCPS (and thereby indirectly holds 0.405% of the Issuer). MCPS is a private equity fund. MCMS is the general partner of MCPS and makes all investment decisions on behalf of MCPS.
- F4Lauro 48 and MCPS, through a Patto Parasociale Consolidato (i.e., a Shareholders Agreement) entered into with the other shareholders of Lauro 57 (the "Amended Lauro 57 Shareholders Agreement"), each have the right to appoint a director to Lauro 57's three member board of directors and each such director must approve any action of Lauro 57's board of directors, including any disposition of the Issuer's common stock held by Lauro 57. Additionally, under the Amended Lauro 57 Shareholders, no shareholder of Lauro 57 has any "drag along" rights.
- F5Each 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.