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*
RUDIN JEFFREY
(Last) (First) (Middle)
290 CONCORD ROAD
(Street)
BILLERICA MA 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President
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)
Code V Amount (A) or (D) Price
Millipore Common Stock, $1.00 Par Value 07/14/2010 D 14,742.881(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (rights to buy) $53.904 07/14/2010 D 73,509 12/05/2005(2) 12/05/2011 Common Stock 73,509 $53.096 0 D
Employee Stock Options (rights to buy) $51.99 07/14/2010 D 40,000 02/12/2008(3) 02/12/2014 Common Stock 40,000 $55.01 0 D
Employee Stock Options (rights to buy) $48.72 07/14/2010 D 32,500 12/01/2008(4) 12/01/2014 Common Stock 32,500 $58.28 0 D
Employee Stock Options (rights to buy) $66.79 07/14/2010 D 12,608 02/15/2010(5) 02/15/2016 Common Stock 12,608 $40.21 0 D
Employee Stock Options (rights to buy) $74.63 07/14/2010 D 10,775 (6) 02/15/2017 Common Stock 10,775 $32.37 0 D
Employee Stock Options (rights to buy) $68.05 07/14/2010 D 16,049 (7) 02/14/2018 Common Stock 16,049 $38.95 0 D
Employee Stock Options (rights to buy) $58.46 07/14/2010 D 16,869 (8) 02/11/2019 Common Stock 16,869 $48.54 0 D
Employee Stock Options (rights to buy) $68.62 07/14/2010 D 14,379 (9) 02/10/2020 Common Stock 14,379 $38.38 0 D
Restricted Stock Units (10) 07/14/2010 D 4,409 (10) (10) Common Stock 4,409 $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 $3,903,034, 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 $2,200,400, 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 $1,894,100, 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 $506,968, 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 provided for vesting in four equal installments beginning on February 15, 2008, were canceled in the Share Exchange in exchange for a cash payment of $348,787, 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 provided for vesting in four equal installments beginning on February 14, 2009, were canceled in the Share Exchange in exchange for a cash payment of $625,109, 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 February 11, 2010, were canceled in the Share Exchange in exchange for a cash payment of $818,821, 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 February 10, 2011, were canceled in the Share Exchange in exchange for a cash payment of $551,866, 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 restricted stock units ("RSUs"), which provided for vesting in full on February 14, 2011, and settlement within 30 days following vesting, were canceled in the Share Exchange in exchange for a cash payment of $471,763, 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.
jeffrey a. smagula, attorney in fact 07/16/2010
** Signature of Reporting Person Date
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