SEC Form 4 · accession 0001638599-17-000869

ALBANY MOLECULAR RESEARCH INC · AMRI

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

Reporting owner

Officer — SVP, Discovery and Development

Period of report

Aug 31, 2017

Accepted (ET)

Sep 5, 2017 · 4:27 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 Stock	Aug 31, 2017	A	2,247	$0.00	A	47,477	D
Common Stock^F1	Aug 31, 2017	D	47,477	$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^F2	$2.29	Aug 31, 2017	D	33,670	D	—	Dec 8, 2021	Common Stock	33,670	D
Option to Purchase Common Stock^F2	$10.43	Aug 31, 2017	D	20,833	D	—	Feb 4, 2024	Common Stock	20,833	D
Option to Purchase Common Stock^F2	$17.05	Aug 31, 2017	D	12,591	D	—	Mar 2, 2025	Common Stock	12,591	D
Option to Purchase Common Stock^F2	$15.77	Aug 31, 2017	D	21,799	D	—	Feb 4, 2026	Common Stock	21,799	D
Option to Purchase Common Stock^F2	$18.41	Aug 31, 2017	D	21,056	D	—	Feb 8, 2027	Common Stock	21,056	D

F1Disposed 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").
F2Immediately 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.