SEC FORM 4

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^*

Hoffmeister David F

(Last)

(First)

(Middle)

5791 VAN ALLEN WAY

(Street)

CARLSBAD

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 Financial 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	02/03/2014		D		84,804	D	$76.1312	0	D
Common Stock⁽¹⁾⁽²⁾	02/03/2014		D		27,465.93	D	$76.1312	0	I	By Employee Benefit Plan Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$52	02/03/2014		D			67,613	03/01/2011	03/01/2020	Common Stock	67,613	$52⁽³⁾	0	D
Stock Options	$48.91	02/03/2014		D			35,561	04/02/2013	04/02/2022	Common Stock	35,561	$48.91⁽³⁾	0	D
Stock Options	$46.85	02/03/2014		D			28,814	05/15/2009	05/15/2018	Common Stock	28,814	$46.85⁽³⁾	0	D
Stock Options	$38.43	02/03/2014		D			2,602	05/13/2006	05/13/2015	Common Stock	2,602	$38.43⁽³⁾	0	D
Stock Options	$38.43	02/03/2014		D			27,398	05/13/2006	05/13/2015	Common Stock	27,398	$38.43⁽³⁾	0	D
Stock Options	$35.87	02/03/2014		D			48,000	05/15/2008	05/15/2017	Common Stock	48,000	$35.87⁽³⁾	0	D
Stock Options	$32.94	02/03/2014		D			3,036	05/12/2007	05/12/2016	Common Stock	3,036	$32.94⁽³⁾	0	D
Stock Options	$32.94	02/03/2014		D			54,964	05/12/2007	05/12/2016	Common Stock	54,964	$32.94⁽³⁾	0	D
Stock Options	$32.26	02/03/2014		D			30,000	11/14/2006	11/14/2015	Common Stock	30,000	$32.26⁽³⁾	0	D
Stock Options	$27.5	02/03/2014		D			14,544	10/13/2005	10/13/2014	Common Stock	14,544	$27.5⁽³⁾	0	D
Stock Options	$27.5	02/03/2014		D			192,728	10/13/2005	10/13/2014	Common Stock	192,728	$27.5⁽³⁾	0	D
Stock Options	$22.23	02/03/2014		D			124,831	11/21/2009	11/21/2008	Common Stock	124,831	$22.23⁽³⁾	0	D
Restricted Stock Units	⁽¹⁾	02/03/2014		D			9,382	04/01/2012	04/01/2021	Common Stock	9,382	⁽⁴⁾	9,382	D
Restricted Stock Units	⁽¹⁾	02/03/2014		D			9,382	04/01/2012	04/01/2021	Common Stock	9,382	⁽⁵⁾	0	D
Restricted Stock Units	⁽¹⁾	02/03/2014		D			5,111	04/02/2013	04/04/2016	Common Stock	5,111	⁽⁵⁾	10,222	D
Restricted Stock Units	⁽¹⁾	02/03/2014		D			10,222	04/02/2013	04/04/2016	Common Stock	10,222	⁽⁴⁾	0	D
Restricted Stock Units	⁽¹⁾	02/03/2014		D			15,487	04/01/2014	04/03/2017	Common Stock	15,487	⁽⁵⁾	0	D
Restricted Stock	⁽¹⁾	02/03/2014		D			1,549.93	01/07/2014	01/07/2017	Common Stock	1,549.93	⁽⁶⁾	0	D
Restricted Stock	⁽¹⁾	02/03/2014		D			788.21	03/15/2016	03/15/2016	Common Stock	788.21	⁽⁶⁾	0	D
Restricted Stock	⁽¹⁾	02/03/2014		D			824.21	03/09/2015	03/09/2015	Common Stock	824.21	⁽⁶⁾	0	D
Restricted Stock	⁽¹⁾	02/03/2014		D			2,097.11	03/11/2014	03/11/2021	Common Stock	2,097.11	⁽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 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.

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 canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration.

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 Mr. Hoffmeister	02/04/2014
	** Signature of Reporting Person	Date
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