SEC Form 4 · accession 0000899243-17-027359

VWR Corp · VWR

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

Reporting owner

Officer — President and CEO · Director

Period of report

Nov 21, 2017

Accepted (ET)

Nov 22, 2017 · 6:46 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	Nov 21, 2017	D	38,894	$33.25	D	0	D
Common stock	Nov 21, 2017	D	1,000	$33.25	D	0	I	By children

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee stock option (right to buy)^F2	$28.26	Nov 21, 2017	D	456,628	D	—	Feb 28, 2024	Common stock	456,628	D
Employee stock option (right to buy)^F2	$24.52	Nov 21, 2017	D	593,217	D	—	Mar 2, 2023	Common stock	593,217	D
Employee stock option (right to buy)^F2	$21.00	Nov 21, 2017	D	450,000	D	—	Oct 1, 2021	Common stock	450,000	D

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 less applicable tax withholding.
F2Pursuant to the terms of the Merger Agreement, each employee 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 and deducting applicable tax withholding.