SEC Form 4 · accession 0000899243-16-029573
FEI CO · FEIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Don R Kania
Officer — See Remarks · Director
Period of report
Sep 19, 2016
Accepted (ET)
Sep 21, 2016 · 1:42 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000914329
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 19, 2016 | U | 48,486 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2 | $23.98 | Sep 19, 2016 | D | 26,000 | D | — | Nov 4, 2017 | Common Stock | 26,000 | 0 | D |
| Stock OptionsF3 | $39.76 | Sep 19, 2016 | D | 37,412 | D | — | Oct 31, 2018 | Common Stock | 37,412 | 0 | D |
| Stock OptionsF4 | $55.16 | Sep 19, 2016 | D | 60,776 | D | — | Nov 1, 2019 | Common Stock | 60,776 | 0 | D |
| Stock OptionsF5 | $89.08 | Sep 19, 2016 | D | 41,356 | D | — | Oct 31, 2020 | Common Stock | 41,356 | 0 | D |
| Stock OptionsF6 | $81.88 | Sep 19, 2016 | D | 64,612 | D | — | May 19, 2021 | Common Stock | 64,612 | 0 | D |
| Stock OptionsF7 | $81.15 | Sep 19, 2016 | D | 82,697 | D | — | May 22, 2022 | Common Stock | 82,697 | 0 | D |
| RSUsF9,F8 | $0.00 | Sep 19, 2016 | D | 5,844 | D | — | — | Common Stock | 5,844 | 0 | D |
| RSUsF10,F8 | $0.00 | Sep 19, 2016 | D | 7,952 | D | — | — | Common Stock | 7,952 | 0 | D |
| RSUsF11,F8 | $0.00 | Sep 19, 2016 | D | 7,692 | D | — | — | Common Stock | 7,692 | 0 | D |
| RSUsF12,F8 | $0.00 | Sep 19, 2016 | D | 12,405 | D | — | — | Common Stock | 12,405 | 0 | D |
| Performance-based RSUsF14,F13,F8 | $0.00 | Sep 19, 2016 | D | 19,109 | D | — | — | Common Stock | 19,109 | 0 | D |
| RSUsF15,F8 | $0.00 | Sep 19, 2016 | D | 34,284 | D | — | — | Common Stock | 34,284 | 0 | D |
Explanation of responses
- F1Disposed of at the effective time of the merger of Polpis Merger Sub Co. ("Merger Sub"), a wholly owned subsidiary of Thermo Fisher Scientific Inc. ("Thermo Fisher"), with and into the Issuer (the "Merger"), pursuant to that certain Agreement and Plan of Merger dated May 26, 2016, between the Issuer, Thermo Fisher and Merger Sub (the "Merger Agreement"), in exchange for a cash payment of $107.50 per share.
- F10The RSUs were scheduled to vest in four equal annual installments beginning on October 31, 2014. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Kania on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger.
- F11The RSUs were scheduled to vest in four equal annual installments beginning on May 9, 2015. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Kania on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger.
- F12The RSUs were scheduled to vest in four equal annual installments beginning on May 23, 2016. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Kania on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger.
- F13These RSUs are performance-based RSUs, for which the number of RSUs that would vest was to be determined by the Issuer achieving targeted average annual revenue growth during the period from January 1, 2016 through December 31, 2018. In addition, vesting was subject to minimum thresholds for average operating income and average annual revenue growth. A portion of the RSUs were scheduled to vest if the Issuer achieved the thresholds and vesting would increase with performance up to a cap of 19,109 RSUs, which represented 200% of the RSUs that vest upon achievement of the performance metrics at target levels. Performance would be assessed and vesting determined after the Issuer finalized financial results for 2018, which was expected to be on or about February 6, 2019. RSUs that did not vest in accordance with the foregoing would be forfeited.
- F14At or immediately prior to the effective time of the Merger, these performance-based RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Kania on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger, except that the performance metrics were deemed to have been achieved at target as of the effective time of the Merger.
- F15The RSUs were scheduled to vest in four equal annual installments beginning on May 17, 2017. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Kania on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger.
- F2The option, which became fully vested on November 4, 2014, originally covered 72,000 shares but was exercised as to 46,000 shares prior to the Merger. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was cancelled in exchange for a cash payment equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option.
- F3The option, which became fully vested on October 31, 2015, originally covered 74,824 shares but was exercised as to 37,412 shares prior to the Merger. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was cancelled in exchange for a cash payment equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option.
- F4The option was scheduled to vest in four equal annual installments beginning on November 1, 2013. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option, subject to the vesting terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such option, in each case as in effect immediately prior to the effective time of the Merger.
- F5The option was scheduled to vest in four equal annual installments beginning on October 31, 2014. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option, subject to the vesting terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such option, in each case as in effect immediately prior to the effective time of the Merger.
- F6The option was scheduled to vest in four equal annual installments beginning on May 19, 2015. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option, subject to the vesting terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such option, in each case as in effect immediately prior to the effective time of the Merger.
- F7The option was scheduled to vest in four equal annual installments beginning on May 22, 2016. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option, subject to the vesting terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such option, in each case as in effect immediately prior to the effective time of the Merger.
- F8Each of the restricted share units ("RSUs") represents the right to receive, following vesting, one share of the Issuer's common stock. These RSUs do not expire, unless forfeited under the terms of the RSUs.
- F9The RSUs were scheduled to vest in four equal annual installments beginning on November 1, 2013. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Kania on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger.
Remarks
PRESIDENT, CHIEF EXECUTIVE OFFICER