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^*

Lagarde Michel

(Last)

(First)

(Middle)

168 THIRD AVENUE

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
THERMO FISHER SCIENTIFIC INC. [ TMO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2017

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	08/29/2017		A		31,856	A	⁽¹⁾⁽²⁾⁽³⁾	31,856	D
Common Stock	08/29/2017		A		8,481	A	⁽¹⁾⁽²⁾⁽⁴⁾	40,337	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)
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 Option (Right to Buy)	$105.17	08/29/2017		A		142,637		⁽⁵⁾⁽⁶⁾⁽⁷⁾	07/20/2026	Common Stock	142,637	⁽⁵⁾⁽⁶⁾	142,637	D
Stock Option (Right to Buy)	$132.66	08/29/2017		A		22,046		⁽⁵⁾⁽⁶⁾⁽⁸⁾	03/23/2027	Common Stock	22,046	⁽⁵⁾⁽⁶⁾	22,046	D

Explanation of Responses:

1. Pursuant to the terms of the Purchase Agreement, by and between Thermo Fisher Scientific Inc. ("Thermo Fisher"), Patheon N.V. ("Patheon") and Thermo Fisher (CN) Luxembourg S.a r.l., dated as of May 15, 2017 (the "Purchase Agreement"), upon the Closing (as defined in the Purchase Agreement), each outstanding and unvested Patheon restricted stock unit ("RSU") award that was unvested as of immediately prior to the Closing and that was not held by a non-employee director of Patheon was canceled and converted into an RSU award, with substantially the same terms and conditions (including with respect to vesting) as were applicable to such Patheon RSU as of immediately prior to the Closing, with respect to the number of shares of common stock of Thermo Fisher ("Thermo Fisher Shares") that is equal to:

2. (x) 0.1996919 multiplied by (y) the total number of ordinary shares of Patheon ("Patheon Shares") subject to such Patheon RSU as of immediately prior to the Offer Closing (rounded to the nearest whole share). Each RSU represents a contingent right to receive one Thermo Fisher Share.

3. The RSUs are scheduled to vest in two equal installments on July 26, 2018 and July 26, 2019.

4. The RSUs are scheduled to vest in three equal installments on each anniversary of the grant date of the original Patheon RSU (March 23, 2017).

5. Pursuant to the terms of the Purchase Agreement, upon the Closing, each outstanding and unvested option to acquire Patheon Shares (each, a "Patheon Option") that was unvested as of immediately prior to the Closing was canceled and converted into a stock option award, with substantially the same terms and conditions (including with respect to vesting) as were applicable to such Patheon Option as of immediately prior to the Closing, (i) with respect to a number of Thermo Fisher Shares that is equal to (x) 0.1996919 multiplied by (y) the total number of Patheon Shares subject to such Patheon Option as of immediately prior to the Closing (rounded down to the nearest whole share) and (ii) at an exercise price per Thermo Fisher Share that is equal to (x) the exercise price per share of such Patheon Option divided by (y) 0.1996919 (rounded up to the nearest cent).

6. Notwithstanding the foregoing, with respect to the performance-based Patheon Options held by Mr. Lagarde, the performance goals were deemed satisfied as of the Closing and the resulting Thermo Fisher options were subject to the following vesting schedule: 50% of the options were deemed vested as of the Closing and 50% of the options would vest in full on the third anniversary of the Closing, subject to Mr. Lagarde's continued employment with Thermo Fisher (or an earlier qualifying termination of employment).

7. 50% of the options were deemed vested as of the Closing and 50% of the options are scheduled to vest on the third anniversary of the Closing.

8. The options are scheduled to vest in three equal installments on each anniversary of the grant date of the original Patheon Option (March 23, 2017).

	/s/ Michel Lagarde	08/31/2017
	** Signature of Reporting Person	Date
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