Life Technologies Corp 4

Accession 0001127602-14-004289

CIK 0001073431operating

View on SEC.gov Company Profile

Filed

Feb 3, 7:00 PM ET

Accepted

Feb 4, 3:23 PM ET

Size

40.6 KB

Accession

0001127602-14-004289

Insider Transaction Report

Form 4

Period: 2014-02-03

Life Technologies CorpLIFE

RICHARD KELLI

Chief Accounting Officer

Transactions

Disposition to Issuer
Common Stock
2014-02-03$76.13/sh−12,831$976,839→ 0 total
Disposition to Issuer
Stock Options
2014-02-03$46.85/sh−12,806$599,961→ 0 total
Exercise: $46.85From: 2009-05-15Exp: 2018-05-15→ Common Stock (12,806 underlying)
Disposition to Issuer
Stock Options
2014-02-03$43.03/sh−3,000$129,090→ 0 total
Exercise: $43.03From: 2006-08-10Exp: 2015-08-10→ Common Stock (3,000 underlying)
Disposition to Issuer
Stock Options
2014-02-03$30.29/sh−3,750$113,588→ 0 total
Exercise: $30.29From: 2008-02-01Exp: 2017-02-01→ Common Stock (3,750 underlying)
Disposition to Issuer
Restricted Stock Units
2014-02-03−2,814→ 0 total
From: 2012-04-01Exp: 2021-04-01→ Common Stock (2,814 underlying)
Disposition to Issuer
Stock Options
2014-02-03$52.00/sh−20,283$1,054,716→ 0 total
Exercise: $52.00From: 2011-03-01Exp: 2020-03-01→ Common Stock (20,283 underlying)
Disposition to Issuer
Restricted Stock Units
2014-02-03−1,162→ 3,484 total
From: 2014-04-01Exp: 2017-04-03→ Common Stock (1,162 underlying)
Disposition to Issuer
Restricted Stock Units
2014-02-03−1,533→ 3,066 total
From: 2013-04-02Exp: 2016-04-04→ Common Stock (1,533 underlying)
Disposition to Issuer
Restricted Stock Units
2014-02-03−2,815→ 2,814 total
From: 2012-04-01Exp: 2021-04-01→ Common Stock (2,815 underlying)
Disposition to Issuer
Restricted Stock
2014-02-03−568.55→ 0 total
From: 2014-01-07Exp: 2017-01-07→ Restricted Stock (568.55 underlying)
Disposition to Issuer
Common Stock
2014-02-03$76.13/sh−5,191.34$395,223→ 0 total(indirect: By Trust)
Disposition to Issuer
Restricted Stock Units
2014-02-03−3,066→ 0 total
From: 2013-04-02Exp: 2016-04-04→ Common Stock (3,066 underlying)
Disposition to Issuer
Stock Options
2014-02-03$35.87/sh−3,750$134,513→ 0 total
Exercise: $35.87From: 2008-05-15Exp: 2017-05-15→ Common Stock (3,750 underlying)
Disposition to Issuer
Stock Options
2014-02-03$48.91/sh−10,668$521,772→ 0 total
Exercise: $48.91From: 2013-04-02Exp: 2022-04-02→ Common Stock (10,668 underlying)
Disposition to Issuer
Stock Options
2014-02-03$44.49/sh−3,561$158,429→ 0 total
Exercise: $44.49From: 2010-09-01Exp: 2019-09-01→ Common Stock (3,561 underlying)
Disposition to Issuer
Stock Options
2014-02-03$29.15/sh−8,373$244,073→ 0 total
Exercise: $29.15From: 2010-03-01Exp: 2019-03-01→ Common Stock (8,373 underlying)
Disposition to Issuer
Restricted Stock Units
2014-02-03−3,484→ 0 total
From: 2014-04-01Exp: 2017-04-03→ Common Stock (3,484 underlying)

Footnotes (6)

[F1]On February 3, 2014, Thermo Fisher Scientific Inc., a Delaware corporation ("Thermo Fisher"), acquired the issuer pursuant to that certain merger agreement between issuer, Thermo Fisher and Polpis Merger Sub Co., a Delaware corporation and wholly owned subsidiary of Thermo Fisher ("Merger Sub"), dated as of April 14, 2013 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Thermo Fisher. At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $76.1311786 in cash (the "per-share merger consideration"). In addition, all outstanding options, performance restricted stock units and service-based restricted stock units were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration (less the exercise price in the case of options), payable without interest and less any required withholding taxes (other than certain service-based restricted stock units that were assumed by Thermo Fisher at the effective time of the Merger and converted into the right to receive a cash payment equal to the per-share merger consideration, which will vest and become payable following the effective time of the Merger in accordance with their original terms). The Merger is more fully described in the issuer's Proxy Statement filed with the SEC on July 22, 2013.
[F2]Common stock issued under Deferred Compensation Plan.
[F3]These Stock Options, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of the grant, were canceled at the effective time of the Merger (whether vested or unvested) in exchange for a cash payment equal to the per-share merger consideration, less the exercise price of the option.
[F4]These service-based Restricted Stock Units, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of the grant, were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration.
[F5]These service-based Restricted Stock Units, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of the grant, were assumed by Thermo Fisher at the effective time of the Merger and converted into the right to receive a cash payment equal to the per-share merger consideration, which will vest and become payable following the effective time of the Merger in accordance with their original terms.
[F6]These service-based Restricted Stock Units, which were issued under the Deferred Compensation Plan matching program and provided for vesting on the third anniversary of the time the match was made, were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration.

Documents

1 file

4
form4.xmlPrimary
PRIMARY DOCUMENT

Issuer

Life Technologies Corp

CIK 0001073431

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001073431

Filing Metadata

Form type: 4
Filed: Feb 3, 7:00 PM ET
Accepted: Feb 4, 3:23 PM ET
Size: 40.6 KB

View on SEC.gov