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^*

MEISTER PAUL M

(Last)

(First)

(Middle)

81 WYMAN STREET

P.O. BOX 9046

(Street)

WALTHAM

024549046

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2006

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	11/09/2006		A		350,000	A	⁽¹⁾	350,000	D
Common Stock	11/09/2006		A		150,000	A	⁽²⁾	500,000	D
Common Stock	11/09/2006		A		48,460	A	⁽³⁾	548,460	D
Common Stock	11/09/2006		F		72,339	D	$43.37	476,121	D
Common Stock	11/09/2006		A		984,212	A	⁽⁴⁾	984,212	I	By Trusts⁽⁵⁾

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)	$4.75	11/09/2006		A		864,604		11/09/2006	01/21/2008	Common Stock	864,604	⁽⁶⁾	864,604	D
Stock Option (Right to Buy)	$19.62	11/09/2006		A		600,000		11/09/2006	09/26/2008	Common Stock	600,000	⁽⁷⁾	600,000	D
Stock Option (Right to Buy)	$12	11/09/2006		A		500,000		11/09/2006	05/03/2011	Common Stock	500,000	⁽⁸⁾	500,000	D
Stock Option (Right to Buy)	$15	11/09/2006		A		200,000		11/09/2006	05/03/2011	Common Stock	200,000	⁽⁹⁾	200,000	D
Stock Option (Right to Buy)	$14.2	11/09/2006		A		600,000		11/09/2006	01/27/2013	Common Stock	600,000	⁽¹⁰⁾	600,000	D
Stock Option (Right to Buy)	$43.37	11/09/2006		A		15,600		⁽¹¹⁾	11/09/2013	Common Stock	15,600	$0	15,600	D
Stock Option (Right to Buy)	$30.68	11/09/2006		A		119,200		11/09/2006	03/07/2015	Common Stock	119,200	⁽¹²⁾	119,200	D
Stock Option (Right to Buy)	$32.3	11/09/2006		A		172,080		11/09/2006	07/25/2015	Common Stock	172,080	⁽¹³⁾	172,080	D
Stock Option (Right to Buy)	$30.68	11/09/2006		A		178,800		11/09/2006	03/07/2015	Common Stock	178,800	⁽¹⁴⁾	178,800	I	By Family Trust⁽¹⁵⁾
Stock Option (Right to Buy)	$32.3	11/09/2006		A		114,720		11/09/2006	07/25/2015	Common Stock	114,720	⁽¹⁶⁾	114,720	I	By Family Trust⁽¹⁵⁾

Explanation of Responses:

1. Received in exchange for 175,000 shares of Fisher Scientific International Inc. common stock in connection with the merger of Thermo Fisher Scientific Inc. (formerly known as Thermo Electron Corporation), Trumpet Merger Corporation and Fisher Scientific International Inc. ("FSH") (the "Merger"). On the effective date of the Merger, the closing price of FSH's common stock was $86.58 per share, and the closing price of TMO's common stock was $43.37 per share.

2. Received in exchange for 75,000 Restricted Stock Units accrued under FSH's 2005 Equity and Incentive Plan. The Restricted Stock Units were settled pursuant to the Merger for 2.0 shares of TMO common stock on the effective date of the Merger.

3. Received in exchange for 24,230 Restricted Stock Units accrued under FSH's 2005 Equity and Incentive Plan. The Restricted Stock Units were settled pursuant to the Merger for 2.0 shares of TMO common stock on the effective date of the Merger.

4. Received in exchange for 492,106 shares of FSH common stock in connection with the Merger. On the effective date of the Merger, the closing price of FSH's common stock was $86.58 per share, and the closing price of TMO's common stock was $43.37 per share.

5. The shares are held in a number of trusts for the benefit of the reporting person.

6. Received in the Merger in exchange for a stock option to acquire 432,302 shares of FSH common stock for $9.50 per share.

7. Received in the Merger in exchange for a stock option to acquire 300,000 shares of FSH common stock for $39.24 per share.

8. Received in the Merger in exchange for a stock option to acquire 250,000 shares of FSH common stock for $24.00 per share.

9. Received in the Merger in exchange for a stock option to acquire 100,000 shares of FSH common stock for $30.00 per share.

10. Received in the Merger in exchange for a stock option to acquire 300,000 shares of FSH common stock for $28.40 per share.

11. The option vests in three equal annual installments beginning on November 9, 2007.

12. Received in the Merger in exchange for a stock option to acquire 59,600 shares of FSH common stock for $61.35 per share.

13. Received in the Merger in exchange for a stock option to acquire 86,040 shares of FSH common stock for $64.60 per share.

14. Received in the Merger in exchange for a stock option to acquire 89,400 shares of FSH common stock for $61.35 per share.

15. These options are held by a family trust for the benefit of the reporting person.

16. Received in the Merger in exchange for a stock option to acquire 57,360 shares of FSH common stock for $64.60 per share.

Remarks:

	By: Barbara J. Lucas, Attorney-in-Fact for Paul M. Meister	11/14/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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