SEC Form 4 · accession 0001638599-17-000873

ALBANY MOLECULAR RESEARCH INC · AMRI

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

Reporting owner

Fuentes Luis Gerardo Gutierrez

Director

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^F1	Aug 31, 2017	D	6,656	$21.75	D	0	D
Common Stock^F1,F2	Aug 31, 2017	D	2,200,000	$21.75	D	0	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option to Purchase Common Stock^F3	$15.77	Aug 31, 2017	D	6,540	D	—	Feb 4, 2026	Common Stock	6,540	0	D
Option to Purchase Common Stock^F3	$18.41	Aug 31, 2017	D	9,358	D	—	Feb 8, 2027	Common Stock	9,358	0	D

Explanation of responses

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").
F2By 3-Gutinver, S.L., a company organized and existing under the laws of Spain. The Reporting Person was the Sole Administrator of 3-Gutinver, S.L. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed and admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
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.