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