Gutierrez Fuentes Luis Gerardo 4
4 · ALBANY MOLECULAR RESEARCH INC · Filed Sep 5, 2017
Insider Transaction Report
Form 4
Gutierrez Fuentes Luis Gerardo
Director
Transactions
- Disposition to Issuer
Common Stock
2017-08-31$21.75/sh−2,200,000$47,850,000→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2017-08-31$21.75/sh−6,656$144,768→ 0 total - 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) - 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 (6,540 underlying)
Footnotes (3)
- [F1]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").
- [F2]By 3-Gutinver, S.L., a company organized and existing under the laws of Spain. The Reporting Person was the Sole Administrator of 3-Gutinver, S.L. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed and admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
- [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.