SEC Form 4 · accession 0001638599-17-000866

ALBANY MOLECULAR RESEARCH INC · AMRI

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

Reporting owner

Officer — SVP, Secretary & Gen Counsel

Period of report

Aug 31, 2017

Accepted (ET)

Sep 5, 2017 · 4:26 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
Common Stock^F1	Aug 28, 2017	G	9,857	$0.00	D	52,138	D
Common Stock	Aug 31, 2017	A	4,722	$0.00	A	66,717	D
Common Stock^F2	Aug 31, 2017	D	66,717	$21.75	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option to Purchase Common Stock^F3	$4.87	Aug 31, 2017	D	50,000	D	—	Feb 4, 2021	Common Stock	50,000	D
Option to Purchase Common Stock^F3	$5.25	Aug 31, 2017	D	17,500	D	—	Jun 2, 2021	Common Stock	17,500	D
Option to Purchase Common Stock^F3	$2.93	Aug 31, 2017	D	4,375	D	—	Feb 17, 2022	Common Stock	4,375	D
Option to Purchase Common Stock^F3	$2.93	Aug 31, 2017	D	4,375	D	—	Feb 17, 2022	Common Stock	4,375	D
Option to Purchase Common Stock^F3	$2.93	Aug 31, 2017	D	17,500	D	—	Feb 17, 2022	Common Stock	17,500	D
Option to Purchase Common Stock^F3	$5.99	Aug 31, 2017	D	4,375	D	—	Jan 31, 2023	Common Stock	4,375	D
Option to Purchase Common Stock^F3	$5.99	Aug 31, 2017	D	17,500	D	—	Jan 31, 2023	Common Stock	17,500	D
Option to Purchase Common Stock^F3	$5.99	Aug 31, 2017	D	4,375	D	—	Jan 31, 2023	Common Stock	4,375	D
Option to Purchase Common Stock^F3	$5.99	Aug 31, 2017	D	4,375	D	—	Jan 31, 2023	Common Stock	4,375	D
Option to Purchase Common Stock^F3	$10.43	Aug 31, 2017	D	29,167	D	—	Feb 4, 2024	Common Stock	29,167	D
Option to Purchase Common Stock^F3	$17.05	Aug 31, 2017	D	22,893	D	—	Mar 2, 2025	Common Stock	22,893	D
Option to Purchase Common Stock^F3	$15.77	Aug 31, 2017	D	29,066	D	—	Feb 4, 2026	Common Stock	29,066	D
Option to Purchase Common Stock^F3	$18.41	Aug 31, 2017	D	44,251	D	—	Feb 8, 2027	Common Stock	44,251	D

F1This transaction involved a gift of securities by Ms. Lori Henderson. Ms. Henderson disclaims beneficial ownership of these shares and this report shall not be deemed an admission that Ms. Henderson is the beneficial owner of such securities for the purpose of Section 16 or any other purpose.
F2Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 5, 2017, by and among Albany Molecular Research, Inc. ("AMRI"), UIC Parent Corporation ("UIC Parent"), and UIC Merger Sub, Inc. ("UIC Sub") (the "Merger Agreement"). The Merger Agreement provides that each share of AMRI common stock and each outstanding restricted stock unit automatically be canceled and converted into the right to receive $21.75 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").
F3Immediately prior to the effective time of the Merger, each AMRI stock option, whether or not vested and exercisable, that is outstanding and unexercised immediately prior to the effective time, was automatically canceled and converted into the right to receive an amount in cash (less any applicable tax withholdings) equal to the product obtained by multiplying (1) the excess, if any, of the Merger Consideration over the per share exercise price of such AMRI stock option, by (2) the aggregate number of shares of AMRI common stock that were issuable upon exercise or settlement of such AMRI stock option immediately prior to the effective time.