Marth William S 4
4 · ALBANY MOLECULAR RESEARCH INC · Filed Sep 5, 2017
Insider Transaction Report
Form 4
Marth William S
Director
Transactions
- Other
Common Stock
2017-08-31−20,383→ 483,033 total - Other
Common Stock
2017-08-31−18,472→ 503,416 total - Disposition to Issuer
Option to Purchase Common Stock
2017-08-31$5.98/sh−54,498$325,898→ 0 totalExercise: $15.77Exp: 2026-02-04→ Common Stock (54,498 underlying) - Disposition to Issuer
Common Stock
2017-08-31$21.75/sh−483,033$10,505,968→ 0 total - Disposition to Issuer
Option to Purchase Common Stock
2017-08-31$3.34/sh−133,690$446,525→ 0 totalExercise: $18.41Exp: 2027-02-08→ Common Stock (133,690 underlying)
Footnotes (4)
- [F1]The reporting person has elected to forfeit 18,472 shares underlying a performance restricted stock unit award made in 2016.
- [F2]The reporting person has elected to forfeit 20,383 shares underlying a performance restricted stock unit award made in 2017.
- [F3]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").
- [F4]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.