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^*

HOFFMAN MARK

(Last)

(First)

(Middle)

290 CONCORD ROAD

(Street)

BILLERICA

01821

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MILLIPORE CORP /MA [ MIL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2010

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)
Millipore Common Stock, $1.00 Par Value	07/14/2010		D		28,518.254⁽¹⁾	D	$107	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)
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)
Employee Stock Options (rights to buy)	$49.7834	07/14/2010		D			2,262	04/25/2005⁽²⁾	04/25/2011	Common Stock	2,262	$57.2166	0	D
Employee Stock Options (rights to buy)	$41.41	07/14/2010		D			2,000	04/25/2016⁽³⁾	04/25/2012	Common Stock	2,000	$65.59	0	D
Employee Stock Options (rights to buy)	$33.69	07/14/2010		D			2,500	04/30/2007⁽⁴⁾	04/30/2013	Common Stock	2,500	$73.31	0	D
Employee Stock Options (rights to buy)	$54.76	07/14/2010		D			2,500	04/28/2008⁽⁵⁾	04/28/2014	Common Stock	2,500	$52.24	0	D
Employee Stock Options (rights to buy)	$47.1	07/14/2010		D			2,500	04/27/2009⁽⁶⁾	04/27/2015	Common Stock	2,500	$59.9	0	D
Employee Stock Options (rights to buy)	$75.25	07/14/2010		D			2,500	04/26/2010⁽⁷⁾	04/26/2016	Common Stock	2,500	$31.75	0	D
Employee Stock Options (rights to buy)	$76.08	07/14/2010		D			2,500	⁽⁸⁾	05/04/2017	Common Stock	2,500	$30.92	0	D
Employee Stock Options (rights to buy)	$70.59	07/14/2010		D			3,707	⁽⁹⁾	05/08/2018	Common Stock	3,707	$36.41	0	D
Employee Stock Options (rights to buy)	$66.4	07/14/2010		D			4,039	⁽¹⁰⁾	05/12/2019	Common Stock	4,039	$40.6	0	D
Restricted Stock Units	⁽¹¹⁾	07/14/2010		D			206	⁽¹¹⁾	⁽¹¹⁾	Common Stock	206	$107	0	D
Restricted Stock Units	⁽¹²⁾	07/14/2010		D			496	⁽¹²⁾	⁽¹²⁾	Common Stock	496	$107	0	D
Restricted Stock Units	⁽¹³⁾	07/14/2010		D			790	⁽¹³⁾	⁽¹³⁾	Common Stock	790	$107	0	D
Restricted Stock Units	⁽¹⁴⁾	07/14/2010		D			1,318	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	1,318	$107	0	D
Deferred Compensation Stock Units	⁽¹⁵⁾	07/14/2010		D			2,888	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	2,888	$107	0	D

Explanation of Responses:

1. Disposed of pursaunt to Agreement and Plan of Share Exchange, dated February 28, 2010, among Millipore Corporation, Concord Investments Corp. and Merck KGaA. We refer to the transaction pursuant to such agreement as the "Share Exchange." Pursuant to the Share Exchange, each share of Millipore Common Stock ("Common Stock") was exchanged for the right to receive $107.00 in cash, without interest (the "Share Exchange Consideration").

2. These options, which were fully vested, were canceled in the Share Exchange in exchange for a cash payment of $129,424, representing the difference between the aggregate exercise price of the options and the aggregate Share Exchange Consideration with respect to the underlying Common Stock.

3. These options, which were fully vested, were canceled in the Share Exchange in exchange for a cash payment of $131,180, representing the difference between the aggregate exercise price of the options and the aggregate Share Exchange Consideration with respect to the underlying Common Stock.

4. These options, which were fully vested, were canceled in the Share Exchange in exchange for a cash payment of $183,275, representing the difference between the aggregate exercise price of the options and the aggregate Share Exchange Consideration with respect to the underlying Common Stock.

5. These options, which were fully vested, were canceled in the Share Exchange in exchange for a cash payment of $130,600, representing the difference between the aggregate exercise price of the options and the aggregate Share Exchange Consideration with respect to the underlying Common Stock.

6. These options, which were fully vested, were canceled in the Share Exchange in exchange for a cash payment of $149,750, representing the difference between the aggregate exercise price of the options and the aggregate Share Exchange Consideration with respect to the underlying Common Stock.

7. These options, which were fully vested, were canceled in the Share Exchange in exchange for a cash payment of $79,750, representing the difference between the aggregate exercise price of the options and the aggregate Share Exchange Consideration with respect to the underlying Common Stock.

8. These options, which provided for vesting in four equal installments beginning on May 4, 2008, were canceled in the Share Exchange in exchange for a cash payment of $77,300, representing the difference between the aggregate exercise price of the options and the aggregate Share Exchange Consideration with respect to the underlying Common Stock.

9. These options, which provided for vesting in four equal installments beginning on May 8, 2009, were canceled in the Share Exchange in exchange for a cash payment of $134,972, representing the difference between the aggregate exercise price of the options and the aggregate Share Exchange Consideration with respect to the underlying Common Stock.

10. These options, which provided for vesting in four equal installments beginning on May 12, 2010, were canceled in the Share Exchange in exchange for a cash payment of $163,983, representing the difference between the aggregate exercise price of the options and the aggregate Share Exchange Consideration with respect to the underlying Common Stock.

11. These restricted stock units ("RSUs"), which provided for vesting in four equal installments beginning on May 4, 2008, and settlement within 30 days following vesting, were canceled in the Share Exchange in exchange for a cash payment of $22,042, representing the aggregate Share Exchange Consideration with respect to the underlying Common Stock. Each RSU represented an unfunded and unsecured promise, denominated in shares of Common Stock, to deliver Common Stock or cash measured by the value of Common Stock upon settlement.

12. These restricted stock units ("RSUs"), which provided for vesting in four equal installments beginning on May 8, 2009, and settlement within 30 days following vesting, were canceled in the Share Exchange in exchange for a cash payment of $53,072, representing the aggregate Share Exchange Consideration with respect to the underlying Common Stock. Each RSU represented an unfunded and unsecured promise, denominated in shares of Common Stock, to deliver Common Stock or cash measured by the value of Common Stock upon settlement.

13. These restricted stock units ("RSUs"), which provided for vesting in four equal installments beginning on May 12, 2010, and settlement within 30 days following vesting, were canceled in the Share Exchange in exchange for a cash payment of $84,530, representing the aggregate Share Exchange Consideration with respect to the underlying Common Stock. Each RSU represented an unfunded and unsecured promise, denominated in shares of Common Stock, to deliver Common Stock or cash measured by the value of Common Stock upon settlement.

14. These restricted stock units ("RSUs"), which provided for vesting in four equal installments beginning on May 11, 2011, and settlement within 30 days following vesting, were canceled in the Share Exchange in exchange for a cash payment of $141,026, representing the aggregate Share Exchange Consideration with respect to the underlying Common Stock. Each RSU represented an unfunded and unsecured promise, denominated in shares of Common Stock, to deliver Common Stock or cash measured by the value of Common Stock upon settlement.

15. Each deferred compensation stock unit was acquired under the directors deferred compensation plan and is payable in cash following termination of service. Pursuant to the Agreement and Plan of Share Exchange, each deferred compensation stock unit was canceled in exchange for the right to receive $107.00 in cash, without interest, payable upon the terms of the deferral agreement under the directors deferred compensation plan.

	jeffrey a. smagula, attorney in fact	07/16/2010
	** Signature of Reporting Person	Date
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