SEC Form 4 · accession 0001104659-17-054984

THERMO FISHER SCIENTIFIC INC. · TMO

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

Reporting owner

Michel Lagarde

Officer — Senior Vice President

Period of report

Aug 29, 2017

Accepted (ET)

Aug 31, 2017 · 6:35 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000097745

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Aug 29, 2017	A	31,856	—	A	31,856	D
Common Stock^F1,F2,F4	Aug 29, 2017	A	8,481	—	A	40,337	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F5,F6,F7	$105.17	Aug 29, 2017	A	142,637	A	—	Jul 20, 2026	Common Stock	142,637	142,637	D
Stock Option (Right to Buy)^F5,F6,F8	$132.66	Aug 29, 2017	A	22,046	A	—	Mar 23, 2027	Common Stock	22,046	22,046	D

Explanation of responses

F1Pursuant to the terms of the Purchase Agreement, by and between Thermo Fisher Scientific Inc. ("Thermo Fisher"), Patheon N.V. ("Patheon") and Thermo Fisher (CN) Luxembourg S.a r.l., dated as of May 15, 2017 (the "Purchase Agreement"), upon the Closing (as defined in the Purchase Agreement), each outstanding and unvested Patheon restricted stock unit ("RSU") award that was unvested as of immediately prior to the Closing and that was not held by a non-employee director of Patheon was canceled and converted into an RSU award, with substantially the same terms and conditions (including with respect to vesting) as were applicable to such Patheon RSU as of immediately prior to the Closing, with respect to the number of shares of common stock of Thermo Fisher ("Thermo Fisher Shares") that is equal to:
F2(x) 0.1996919 multiplied by (y) the total number of ordinary shares of Patheon ("Patheon Shares") subject to such Patheon RSU as of immediately prior to the Offer Closing (rounded to the nearest whole share). Each RSU represents a contingent right to receive one Thermo Fisher Share.
F3The RSUs are scheduled to vest in two equal installments on July 26, 2018 and July 26, 2019.
F4The RSUs are scheduled to vest in three equal installments on each anniversary of the grant date of the original Patheon RSU (March 23, 2017).
F5Pursuant to the terms of the Purchase Agreement, upon the Closing, each outstanding and unvested option to acquire Patheon Shares (each, a "Patheon Option") that was unvested as of immediately prior to the Closing was canceled and converted into a stock option award, with substantially the same terms and conditions (including with respect to vesting) as were applicable to such Patheon Option as of immediately prior to the Closing, (i) with respect to a number of Thermo Fisher Shares that is equal to (x) 0.1996919 multiplied by (y) the total number of Patheon Shares subject to such Patheon Option as of immediately prior to the Closing (rounded down to the nearest whole share) and (ii) at an exercise price per Thermo Fisher Share that is equal to (x) the exercise price per share of such Patheon Option divided by (y) 0.1996919 (rounded up to the nearest cent).
F6Notwithstanding the foregoing, with respect to the performance-based Patheon Options held by Mr. Lagarde, the performance goals were deemed satisfied as of the Closing and the resulting Thermo Fisher options were subject to the following vesting schedule: 50% of the options were deemed vested as of the Closing and 50% of the options would vest in full on the third anniversary of the Closing, subject to Mr. Lagarde's continued employment with Thermo Fisher (or an earlier qualifying termination of employment).
F750% of the options were deemed vested as of the Closing and 50% of the options are scheduled to vest on the third anniversary of the Closing.
F8The options are scheduled to vest in three equal installments on each anniversary of the grant date of the original Patheon Option (March 23, 2017).