SEC Form 4 · accession 0000899243-17-027355

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

• F1On May 4, 2017, VWR Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Avantor, Inc. and Vail Acquisition Corp ("Merger Sub"), pursuant to which Merger Sub would merge (the "Merger") with and into the Company, with the Company continuing as the surviving corporation. The Merger became effective on November 21, 2017 (the "Closing Date"). Pursuant to the Merger Agreement, (i) each share of the Company's common stock, par value $0.01 ("Common Stock"), issued and outstanding prior to the Closing Date was cancelled and converted into the right to receive a cash payment equal to $33.25 and without interest and (ii) each restricted stock unit outstanding prior to the Closing Date was cancelled and converted into the vested right to receive a cash payment equal to $33.25 and without interest.
• F2Varietal 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 managers, 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 3)
• F3Madison 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 shares 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.
• F4Mr. 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.
• F5Pursuant to the terms of the Merger Agreement, each director stock option that was outstanding immediately prior to the Closing Date, whether or not exercisable or vested, was canceled and converted into the right to receive (i) an amount in cash determined by multiplying (A) the excess (if any) of $33.25 over the exercise price per share of Common Stock underlying such stock option by (B) the number of shares of Common Stock subject to such stock option immediately prior to the Closing Date.