Statement of Changes in Beneficial Ownership (4)
2017年9月6日 - 5:29AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
OCONNOR KEVIN
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2. Issuer Name
and
Ticker or Trading Symbol
ALBANY MOLECULAR RESEARCH INC
[
AMRI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
26 CORPORATE CIRCLE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/31/2017
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(Street)
ALBANY, NY 12203
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/31/2017
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D
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58275
(1)
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D
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$21.75
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Option to Purchase Common Stock
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$13.54
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8/31/2017
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D
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5000
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(2)
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6/11/2018
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Common Stock
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5000
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$8.21
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0
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D
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Option to Purchase Common Stock
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$9.19
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8/31/2017
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D
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5000
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(2)
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11/20/2018
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Common Stock
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5000
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$12.56
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0
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D
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Option to Purchase Common Stock
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$8.81
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8/31/2017
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D
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10000
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(2)
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6/3/2019
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Common Stock
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10000
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$12.94
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0
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D
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Option to Purchase Common Stock
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$6.15
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8/31/2017
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D
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10000
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(2)
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6/2/2020
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Common Stock
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10000
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$15.60
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0
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D
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Option to Purchase Common Stock
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$5.28
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8/31/2017
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D
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10000
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(2)
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6/8/2021
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Common Stock
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10000
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$16.47
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0
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D
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Option to Purchase Common Stock
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$2.59
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8/31/2017
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D
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10000
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(2)
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6/13/2022
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Common Stock
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10000
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$19.16
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0
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D
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Option to Purchase Common Stock
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$5.99
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8/31/2017
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D
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12367
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(2)
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1/31/2023
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Common Stock
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12367
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$15.76
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0
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D
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Option to Purchase Common Stock
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$10.43
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8/31/2017
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D
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7201
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(2)
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2/4/2024
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Common Stock
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7201
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$11.32
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0
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D
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Option to Purchase Common Stock
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$17.05
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8/31/2017
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D
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6881
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(2)
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3/2/2025
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Common Stock
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6881
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$4.70
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0
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D
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Option to Purchase Common Stock
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$15.77
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8/31/2017
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D
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6540
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(2)
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2/4/2026
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Common Stock
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6540
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$5.98
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0
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D
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Option to Purchase Common Stock
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$18.41
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8/31/2017
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D
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9358
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(2)
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2/8/2027
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Common Stock
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9358
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$3.34
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0
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D
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Explanation of Responses:
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(1)
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Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 5, 2017, by and among Albany Molecular Research, Inc. ("AMRI"), UIC Parent Corporation ("UIC Parent"), and UIC Merger Sub, Inc. ("UIC Sub") (the "Merger Agreement"). The Merger Agreement provides that each share of AMRI common stock and each outstanding restricted stock unit automatically be canceled and converted into the right to receive $21.75 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").
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(2)
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Immediately prior to the effective time of the Merger, each AMRI stock option, whether or not vested and exercisable, that is outstanding and unexercised immediately prior to the effective time, was automatically canceled and converted into the right to receive an amount in cash (less any applicable tax withholdings) equal to the product obtained by multiplying (1) the excess, if any, of the Merger Consideration over the per share exercise price of such AMRI stock option, by (2) the aggregate number of shares of AMRI common stock that were issuable upon exercise or settlement of such AMRI stock option immediately prior to the effective time.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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OCONNOR KEVIN
26 CORPORATE CIRCLE
ALBANY, NY 12203
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X
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Signatures
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/s/ Lori M. Henderson, attorney-in-fact
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9/5/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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Albany Molecular Research, Inc. (NASDAQ:AMRI)
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