0001638599-17-000875.txt : 20170905
0001638599-17-000875.hdr.sgml : 20170904
20170905162809
ACCESSION NUMBER: 0001638599-17-000875
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: NAPOLITANO FERNANDO
CENTRAL INDEX KEY: 0001679578
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35622
FILM NUMBER: 171069040
MAIL ADDRESS:
STREET 1: 26 CORPORATE CIRCLE
CITY: ALBANY
STATE: NY
ZIP: 12203
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_4882.xml
PRIMARY DOCUMENT
X0306
4
2017-08-31
1
0001065087
ALBANY MOLECULAR RESEARCH INC
AMRI
0001679578
NAPOLITANO FERNANDO
26 CORPORATE CIRCLE
ALBANY
NY
12203
1
0
0
0
Common Stock
2017-08-31
4
D
0
3802
21.75
D
0
D
Option to Purchase Common Stock
18.41
2017-08-31
4
D
0
9358
3.34
D
2027-02-08
Common Stock
9358
0
D
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