0001638599-17-000865.txt : 20170905
0001638599-17-000865.hdr.sgml : 20170905
20170905162635
ACCESSION NUMBER: 0001638599-17-000865
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170831
FILED AS OF DATE: 20170905
DATE AS OF CHANGE: 20170905
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Marth William S
CENTRAL INDEX KEY: 0001549936
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35622
FILM NUMBER: 171069016
MAIL ADDRESS:
STREET 1: 1090 HORSHAM ROAD
CITY: NORTH WALES
STATE: PA
ZIP: 19454
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ALBANY MOLECULAR RESEARCH INC
CENTRAL INDEX KEY: 0001065087
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
IRS NUMBER: 141742717
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 21 CORPORATE CIRCLE
STREET 2: P O BOX 15098
CITY: ALBANY
STATE: NY
ZIP: 12203-5154
BUSINESS PHONE: 5184640279
MAIL ADDRESS:
STREET 1: 21 CORPORATE CIRCLE
STREET 2: P O BOX 15098
CITY: ALBANY
STATE: NY
ZIP: 12203-5154
4
1
doc4_4893.xml
PRIMARY DOCUMENT
X0306
4
2017-08-31
1
0001065087
ALBANY MOLECULAR RESEARCH INC
AMRI
0001549936
Marth William S
26 CORPORATE CIRCLE
ALBANY
NY
12203
1
1
0
0
President and CEO
Common Stock
2017-08-31
4
J
0
18472
0.00
D
503416
D
Common Stock
2017-08-31
4
J
0
20383
0.00
D
483033
D
Common Stock
2017-08-31
4
D
0
483033
21.75
D
0
D
Option to Purchase Common Stock
15.77
2017-08-31
4
D
0
54498
5.98
D
2026-02-04
Common Stock
54498
0
D
Option to Purchase Common Stock
18.41
2017-08-31
4
D
0
133690
3.34
D
2027-02-08
Common Stock
133690
0
D
The reporting person has elected to forfeit 18,472 shares underlying a performance restricted stock unit award made in 2016.
The reporting person has elected to forfeit 20,383 shares underlying a performance restricted stock unit award made in 2017.
Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 5, 2017, by and among Albany Molecular Research, Inc. ("AMRI"), UIC Parent Corporation ("UIC Parent"), and UIC Merger Sub, Inc. ("UIC Sub") (the "Merger Agreement"). The Merger Agreement provides that each share of AMRI common stock and each outstanding restricted stock unit automatically be canceled and converted into the right to receive $21.75 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").
Immediately prior to the effective time of the Merger, each AMRI stock option, whether or not vested and exercisable, that is outstanding and unexercised immediately prior to the effective time, was automatically canceled and converted into the right to receive an amount in cash (less any applicable tax withholdings) equal to the product obtained by multiplying (1) the excess, if any, of the Merger Consideration over the per share exercise price of such AMRI stock option, by (2) the aggregate number of shares of AMRI common stock that were issuable upon exercise or settlement of such AMRI stock option immediately prior to the effective time.
/s/ Lori. M Henderson, attorney-in-fact
2017-09-05