4//SEC Filing
D AMBRA THOMAS E 4
Accession 0001638599-17-000870
CIK 0001065087other
Filed
Sep 4, 8:00 PM ET
Accepted
Sep 5, 4:27 PM ET
Size
32.9 KB
Accession
0001638599-17-000870
Insider Transaction Report
Form 4
D AMBRA THOMAS E PHD
DirectorChairman, CEO & President10% Owner
Transactions
- Gift
Common Stock
2017-08-14−46,200→ 2,393,339 total - Disposition to Issuer
Common Stock
2017-08-31$21.75/sh−2,393,339$52,055,123→ 0 total - Gift
Common Stock
2017-08-10−11,100→ 2,443,939 total - Disposition to Issuer
Option to Purchase Common Stock
2017-08-31$18.82/sh−20,000$376,400→ 0 totalExercise: $2.93Exp: 2022-02-17→ Common Stock (20,000 underlying) - Gift
Common Stock
2017-08-10−2,400→ 2,441,539 total - Disposition to Issuer
Option to Purchase Common Stock
2017-08-31$15.76/sh−20,000$315,200→ 0 totalExercise: $5.99Exp: 2023-01-31→ Common Stock (20,000 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2017-08-31$15.76/sh−20,000$315,200→ 0 totalExercise: $5.99Exp: 2023-01-31→ Common Stock (20,000 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2017-08-31$4.70/sh−6,881$32,341→ 0 totalExercise: $17.05Exp: 2025-03-02→ Common Stock (6,881 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2017-08-31$3.34/sh−9,358$31,256→ 0 totalExercise: $18.41Exp: 2027-02-08→ Common Stock (9,358 underlying) - Gift
Common Stock
2017-08-10−2,000→ 2,439,539 total - Disposition to Issuer
Option to Purchase Common Stock
2017-08-31$15.76/sh−20,000$315,200→ 0 totalExercise: $5.99Exp: 2023-01-31→ Common Stock (20,000 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2017-08-31$11.32/sh−7,201$81,515→ 0 totalExercise: $10.43Exp: 2024-02-04→ Common Stock (7,201 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2017-08-31$5.98/sh−6,540$39,109→ 0 totalExercise: $15.77Exp: 2026-02-04→ Common Stock - Gift
Common Stock
2017-08-10−23,050→ 2,455,039 total - Disposition to Issuer
Option to Purchase Common Stock
2017-08-31$18.82/sh−20,000$376,400→ 0 totalExercise: $2.93Exp: 2022-02-17→ Common Stock (20,000 underlying)
Footnotes (3)
- [F1]This transaction involved a gift of securities by Dr. Thomas D'Ambra. Dr. D'Ambra disclaims beneficial ownership of these shares and this report shall not be deemed an admission that Dr. D'Ambra is the beneficial owner of such securities for the purpose of Section 16 or any other purpose.
- [F2]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").
- [F3]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.
Documents
Issuer
ALBANY MOLECULAR RESEARCH INC
CIK 0001065087
Entity typeother
Related Parties
1- filerCIK 0001106073
Filing Metadata
- Form type
- 4
- Filed
- Sep 4, 8:00 PM ET
- Accepted
- Sep 5, 4:27 PM ET
- Size
- 32.9 KB