SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RICHARD KELLI
(Last) (First) (Middle)
5791 VAN ALLEN WAY
(Street)
CARLSBAD CA 92008
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Life Technologies Corp [ LIFE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1)(2) 02/03/2014 D 5,191.34 D $76.1312 0 I By Employee Benefit Plan Trust
Common Stock(1) 02/03/2014 D 12,831 D $76.1312 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $52 02/03/2014 D 20,283 03/01/2011 03/01/2020 Common Stock 20,283 $52(3) 0 D
Stock Options $48.91 02/03/2014 D 10,668 04/02/2013 04/02/2022 Common Stock 10,668 $48.91(3) 0 D
Stock Options $46.85 02/03/2014 D 12,806 05/15/2009 05/15/2018 Common Stock 12,806 $46.85(3) 0 D
Stock Options $44.49 02/03/2014 D 3,561 09/01/2010 09/01/2019 Common Stock 3,561 $44.49(3) 0 D
Stock Options $43.03 02/03/2014 D 3,000 08/10/2006 08/10/2015 Common Stock 3,000 $43.03(3) 0 D
Stock Options $35.87 02/03/2014 D 3,750 05/15/2008 05/15/2017 Common Stock 3,750 $35.87(3) 0 D
Stock Options $30.29 02/03/2014 D 3,750 02/01/2008 02/01/2017 Common Stock 3,750 $30.29(3) 0 D
Stock Options $29.15 02/03/2014 D 8,373 03/01/2010 03/01/2019 Common Stock 8,373 $29.15(3) 0 D
Restricted Stock Units (1) 02/03/2014 D 1,162 04/01/2014 04/03/2017 Common Stock 1,162 (4) 3,484 D
Restricted Stock Units (1) 02/03/2014 D 3,484 04/01/2014 04/03/2017 Common Stock 3,484 (5) 0 D
Restricted Stock Units (1) 02/03/2014 D 1,533 04/02/2013 04/04/2016 Common Stock 1,533 (4) 3,066 D
Restricted Stock Units (1) 02/03/2014 D 3,066 04/02/2013 04/04/2016 Common Stock 3,066 (5) 0 D
Restricted Stock Units (1) 02/03/2014 D 2,815 04/01/2012 04/01/2021 Common Stock 2,815 (4) 2,814 D
Restricted Stock Units (1) 02/03/2014 D 2,814 04/01/2012 04/01/2021 Common Stock 2,814 (5) 0 D
Restricted Stock (1) 02/03/2014 D 568.55 01/07/2014 01/07/2017 Restricted Stock 568.55 (6) 0 D
Explanation of Responses:
1. 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.
2. Common stock issued under Deferred Compensation Plan.
3. 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.
4. 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.
5. 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.
6. 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.
John Cottingham, attorney-in-fact for Ms. Richard 02/04/2014
** Signature of Reporting Person Date
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