SEC Form 4 · accession 0000899243-16-029578

FEI CO · FEIC

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The option, which became fully vested on November 4, 2014, originally covered 84,121 shares but was exercised as to 21,030 shares prior to 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"). 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.
• F2The option, which became fully vested on November 4, 2014, originally covered 40,443 shares but was exercised as to 10,110 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.
• F3Each 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.
• F4The RSUs were scheduled to vest in four equal annual installments beginning on May 18, 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. Trunzo 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.
• F5The RSUs were 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 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. Trunzo 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.
• F6These 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 12,872 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.
• F7At 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. Trunzo 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.
• F8The 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. Trunzo 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

EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER