SEC Form 4 · accession 0000899243-15-008286
VWR Corp · VWR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy P Sullivan
Director · 10% Owner
Period of report
Nov 16, 2015
Accepted (ET)
Nov 17, 2015 · 4:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001412232
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01F1,F2,F3,F4,F5,F6 | Nov 16, 2015 | S | 11,000,000 | $25.75 | D | 72,600,000 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represent shares of VWR Corporation's (the "Issuer") common stock sold in an underwritten secondary offering.
- F2Represents the sale price to the underwriters in the secondary offering of $25.75 per share.
- F3Varietal Distribution Holdings, LLC ("Varietal") is the record owner of the reported shares. Voting and dispositive power with respect to the common stock held by Varietal is exercised by its board of directors, which is comprised of Messrs. Nicholas W. Alexos and Timothy P. Sullivan. Madison Dearborn Capital Partners V-A, L.P. ("MDP V-A"), Madison Dearborn Capital Partners V-C, L.P. ("MDP V-C"), Madison Dearborn Capital Partners V Executive-A, L.P. ("MDP Executive"), MDCP Co-Investors (Varietal), L.P. ("Varietal-1") and MDCP Co-Investors (Varietal-2), L.P. ("Varietal-2" and together with MDP V-A, MDP V-C, MDP Executive and Varietal-1, the "MDP Funds") are the controlling equityholders of Varietal. (Continued in Footnote 4)
- F4Madison Dearborn Partners V-A&C, L.P. ("MDP A&C") is the general partner of each of the MDP Funds. Messrs. Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP A&C that have the power, acting by majority vote, to vote or dispose of the units directly held by the MDP Funds, and may be deemed to have shared voting and investment power over such shares. Madison Dearborn Partners, LLC ("MDP") is the general partner of MDP A&C and has the ability to direct the investment decisions of MDP A&C, including the power to direct the decisions of MDP A&C regarding the vote or disposition of securities directly held by Varietal.
- F5Timothy P. Sullivan is a managing director of MDP. Mr. Sullivan may be deemed to share beneficial ownership of the shares of the Issuer's common stock held of record by Varietal and has an indirect pecuniary interest in such shares through his investment in MDP A&C. Mr. Sullivan expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F6The other beneficial owners of the reported securities have separately filed Form 4's.