SEC Form 4 · accession 0000950142-17-001792

ALERE INC. · ALR

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

Reporting owner

Namal Nawana

Officer — Chief Executive Officer · Director

Period of report

Oct 3, 2017

Accepted (ET)

Oct 3, 2017 · 5:38 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001145460

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Oct 3, 2017	D	174,129	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F2	$18.50	Oct 3, 2017	D	200,000	D	—	—	Common Stock	200,000	D
Employee Stock Option (Right to Buy)^F2	$45.47	Oct 3, 2017	D	300,000	D	—	—	Common Stock	300,000	D
Employee Stock Option (Right to Buy)^F2	$39.97	Oct 3, 2017	D	100,000	D	—	—	Common Stock	100,000	D
Employee Stock Option (Right to Buy)^F2	$25.68	Oct 3, 2017	D	23,077	D	—	—	Common Stock	23,077	D
Restricted Stock Units^F3	—	Oct 3, 2017	D	111,041	D	—	—	Common Stock	111,041	D
Performance Stock Units^F4	—	Oct 3, 2017	D	50,000	D	—	—	Common Stock	50,000	D

Explanation of responses

F1Pursuant to that certain Agreement and Plan of Merger, dated as of January 30, 2016, as amended on April 13, 2017 (the "Merger Agreement"), between Alere Inc. (the "Company") and Abbott Laboratories, at the Effective Time (as defined in the Merger Agreement) (the "Effective Time"), each of these shares of the Company's common stock (the "Common Stock") was converted into the right to receive $51.00 (the "Merger Consideration").
F2Pursuant to the Merger Agreement, at the Effective Time, each outstanding Employee Stock Option, whether vested or unvested, was canceled and converted into the right to receive a lump-sum cash payment equal to the product of (i) the number of shares of Common Stock for which such Employee Stock Option has not been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Employee Stock Option.
F3Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Restricted Stock Unit was canceled and converted into the right to receive a lump-sum cash payment equal to the product of (i) the number of shares of Common Stock subject to such Restricted Stock Unit immediately prior to the Effective Time and (ii) the Merger Consideration.
F4Each Performance Stock Unit represents a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Performance Stock Unit was canceled and converted into the right to receive a lump-sum cash payment equal to the product of (i) the number of shares of Common Stock subject to such Performance Stock Unit immediately prior to the Effective Time and (ii) the Merger Consideration.