SEC Form 4 · accession 0001412232-16-000135
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
May 24, 2016
Accepted (ET)
May 25, 2016 · 4:44 pm EDT
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 stockF2,F3,F4,F5,F6,F7 | May 24, 2016 | S | 8,000,000 | $27.25 | D | 53,750,000 | I | See footnotes |
| Common stockF1 | holding | — | — | — | 4,078 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents restricted stock units granted under the VWR Corporation 2014 Equity Incentive Plan to Timothy P. Sullivan on March 02, 2016. The restricted stock units vest annually over three years, subject to the recipient continuously serving on the issuer's board of directors through each such vesting date.
- F2Represents shares of VWR Corporation's (the "Issuer") common stock sold in an underwritten secondary offering.
- F3Represents the sale price to the underwriters in the secondary offering of $27.25 per share.
- F4Varietal 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 5)
- F5Madison 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.
- F6Mr. 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.
- F7The other beneficial owners of the reported securities have separately filed Form 4's.