SEC Form 4 · accession 0000090185-15-000145

SIGMA ALDRICH CORP · SIAL

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

Reporting owner

Jan Bertsch

Officer — EVP & CFO

Period of report

Nov 18, 2015

Accepted (ET)

Nov 19, 2015 · 3:58 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000090185

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Nov 18, 2015	A	2,835	$0.00	A	18,742	D
Common Stock^F1,F2	Nov 18, 2015	D	2,835	$140.00	D	15,907	D
Common Stock^F1,F2	Nov 18, 2015	A	2,500	$0.00	A	18,407	D
Common Stock^F1,F2	Nov 18, 2015	D	2,500	$140.00	D	15,907	D
Common Stock^F1,F2	Nov 18, 2015	A	1,670	$0.00	A	17,577	D
Common Stock^F1,F2	Nov 18, 2015	D	1,670	$140.00	D	15,907	D
Common Stock^F1,F3	Nov 18, 2015	A	1,670	$0.00	A	17,577	D
Common Stock^F1,F3	Nov 18, 2015	D	1,670	$140.00	D	15,907	D
Common Stock^F1	Nov 18, 2015	D	15,907	$140.00	D	0	D
Common Stock^F1	Nov 18, 2015	D	391	$140.00	D	0	I	By 401(k) Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
NQ Stock Option Right to Buy^F4	$71.62	Nov 18, 2015	D	45,771	D	Mar 5, 2013	Mar 5, 2022	Common Stock	45,771	D
ISO Stock Option Right To Buy^F4	$76.34	Nov 18, 2015	D	1,309	D	Feb 11, 2014	Feb 11, 2023	Common Stock	1,309	D
NQ Stock Option Right to Buy^F4	$76.34	Nov 18, 2015	D	21,666	D	Feb 11, 2014	Feb 11, 2023	Common Stock	21,666	D
ISO Stock Option Right To Buy^F4	$93.07	Nov 18, 2015	D	1,074	D	Feb 10, 2015	Feb 10, 2024	Common Stock	1,074	D
NQ Stock Option Right to Buy^F4	$93.07	Nov 18, 2015	D	15,156	D	Feb 10, 2015	Feb 10, 2024	Common Stock	15,156	D
NQ Stock Option Right to Buy^F5	$93.07	Nov 18, 2015	D	10,820	D	Feb 10, 2017	Feb 10, 2024	Common Stock	10,820	D
Restricted Stock Unit^F6,F1	$0.00	Nov 18, 2015	D	2,835	D	Feb 11, 2016	Feb 11, 2016	Common Stock	2,835	D
Restricted Stock Unit^F6,F1	$0.00	Nov 18, 2015	D	2,500	D	Feb 10, 2017	Feb 10, 2017	Common Stock	2,500	D

Explanation of responses

F1Please see attached Exhibit A. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the attached Exhibit A.
F2These performance-based restricted stock units, which provided for vesting three years of the date of the grant, subject to certain performance criteria were cancelled at the Effective Time (whether vested or unvested) in exchange for a cash payment equal to the Per-Share Merger Consideration.
F3These performance shares, which provided for vesting four years of the date of the grant, subject to certain performance criteria were cancelled at the Effective Time (whether vested or unvested) in exchange for a cash payment equal to the Per-Share Merger Consideration.
F4These stock options, which provided for vesting in three equal annual installments beginning on the first anniversary of the date of the grant, were cancelled at the Effective Time (whether vested or unvested) in exchange for a cash payment equal to the Per-Share Merger Consideration, less the exercise price of the option.
F5These stock options, which provided for vesting 100% after three years of the date of the grant, were cancelled at the Effective Time (whether vested or unvested) in exchange for a cash payment equal to the Per-Share Merger Consideration, less the exercise price of the option.
F6These service-based restricted stock units, which provided for vesting 100% after three years of the date of the grant, were cancelled at the Effective Time in exchange for a cash payment equal to the Per-Share Merger Consideration.