SEC Form 3 · accession 0000899243-17-013131

VWR Corp · VWR

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1As a result of entering into the Voting Agreement between Avantor, Inc. ("Parent"), Vail Acquisition Corp ("Merger Sub") and Varietal Distribution Holdings, LLC ("VDH"), dated as of May 4, 2017 (the "Voting Agreement"), the Reporting Persons may be deemed to beneficially own, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in excess of 10% of the outstanding common stock, par value $0.01 per share ("Common Stock"), of the Issuer.
• F2Pursuant to the Voting Agreement, subject to certain exceptions, VDH agreed to vote, or cause to be voted, its respective shares of Common Stock (representing approximately 34.7% of the outstanding Common Stock), together with any additional shares of Common Stock acquired by VDH after May 4, 2017 (the "Subject Shares"), in favor of adopting the Agreement and Plan of Merger, dated as of May 4, 2017, among the Issuer, Parent and Merger Sub, the Merger, and the other transactions contemplated thereby at the meeting of the stockholders of the Issuer to be held for that purpose. In addition, VDH granted Parent an irrevocable proxy to vote the Subject Shares in the manner contemplated by the Voting Agreement and agreed not to transfer such shares until the Voting Agreement is terminated. As a result, the Reporting Persons are filing this Form 3. Based on representations given by VDH, as of May 4, 2017, VDH beneficially owned 45,750,000 shares of Common Stock.
• F3Pursuant to Rule 16a-1(a)(4), the Reporting Persons expressly disclaim beneficial ownership of the securities beneficially owned by VDH, and the filing of this Form 3 shall not be deemed an admission of beneficial ownership by the Reporting Persons of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.