SEC Form 4 · accession 0000090185-15-000151
SIGMA ALDRICH CORP · SIAL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George Lloyd Miller
Officer — SVP, General Counsel & Sec
Period of report
Nov 18, 2015
Accepted (ET)
Nov 19, 2015 · 3:59 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 StockF1,F2 | Nov 18, 2015 | A | 1,665 | $0.00 | A | 6,204 | D | |
| Common StockF1,F2 | Nov 18, 2015 | D | 1,665 | $140.00 | D | 4,539 | D | |
| Common StockF1,F2 | Nov 18, 2015 | A | 1,460 | $0.00 | A | 5,999 | D | |
| Common StockF1,F2 | Nov 18, 2015 | D | 1,460 | $140.00 | D | 4,539 | D | |
| Common StockF1 | Nov 18, 2015 | D | 4,539 | $140.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| NQ Stock Option Right to BuyF3 | $76.34 | Nov 18, 2015 | D | 3,196 | D | Feb 11, 2014 | Feb 11, 2023 | Common Stock | 3,196 | 0 | D |
| ISO Stock Option Right To BuyF3 | $76.34 | Nov 18, 2015 | D | 1,309 | D | Feb 11, 2014 | Feb 11, 2023 | Common Stock | 1,309 | 0 | D |
| ISO Stock Option Right To BuyF3 | $93.07 | Nov 18, 2015 | D | 1,074 | D | Feb 10, 2015 | Feb 10, 2024 | Common Stock | 1,074 | 0 | D |
| NQ Stock Option Right to BuyF3 | $93.07 | Nov 18, 2015 | D | 5,236 | D | Feb 10, 2015 | Feb 10, 2024 | Common Stock | 5,236 | 0 | D |
| Restricted Stock UnitF4 | $0.00 | Nov 18, 2015 | D | 1,665 | D | Feb 11, 2016 | Feb 11, 2016 | Common Stock | 1,665 | 0 | D |
| Restricted Stock UnitF4 | $0.00 | Nov 18, 2015 | D | 1,460 | D | Feb 10, 2017 | Feb 10, 2017 | Common Stock | 1,460 | 0 | 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 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.
- F4These 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.