SEC Form 4 · accession 0001638599-17-000882
ALBANY MOLECULAR RESEARCH INC · AMRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Margalit Fine
Officer — Executive Vice President, API
Period of report
Aug 31, 2017
Accepted (ET)
Sep 5, 2017 · 4:51 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 | 10,000 | $0.00 | A | 21,225 | D | |
| Common Stock | Aug 31, 2017 | A | 2,318 | $0.00 | A | 23,543 | D | |
| Common StockF1 | Aug 31, 2017 | D | 23,543 | $21.75 | D | 0 | D |
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 StockF2 | $18.41 | Aug 31, 2017 | D | 21,725 | D | — | Feb 8, 2027 | Common Stock | 21,725 | 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").
- 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.