SEC Form 4 · accession 0000899243-16-029574
FEI CO · FEIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jami K Nachtsheim
Director
Period of report
Sep 19, 2016
Accepted (ET)
Sep 21, 2016 · 1:43 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 | 7,430 | — | 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 | $69.44 | Sep 19, 2016 | D | 2,683 | D | Apr 30, 2014 | May 9, 2020 | Common Stock | 2,683 | 0 | D |
| Stock OptionsF3 | $81.89 | Sep 19, 2016 | D | 2,666 | D | Apr 30, 2015 | May 8, 2021 | Common Stock | 2,666 | 0 | D |
| Stock OptionsF4 | $76.31 | Sep 19, 2016 | D | 3,911 | D | Apr 30, 2016 | May 7, 2022 | Common Stock | 3,911 | 0 | D |
| RSUsF6,F5 | $0.00 | Sep 19, 2016 | D | 1,685 | D | Apr 30, 2016 | — | Common Stock | 1,685 | 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.
- F2The option became fully vested on April 30, 2014. 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 became fully vested on April 30, 2015. 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 became fully vested on April 30, 2016. 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.
- F5Each 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.
- F6The RSUs became fully vested on April 30, 2016. At or immediately prior to the effective time of the Merger, each RSU was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to $107.50.