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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
GENZYME CORP [ GENZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 04/06/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
Common Stock, $0.01 par value | 04/06/2011 | P | 3,947,680(1) | A | (2) | 187,986,225 | I | By GC Merger Corp.(3) | ||
Common Stock, $0.01 par value | 04/07/2011 | P | 44,891,208(1) | A | (4) | 232,877,433 | I | By GC Merger Corp.(3) | ||
Common Stock, $0.01 par value | 04/08/2011 | P | 4,435,393(1) | A | (5) | 237,312,826 | I | By GC Merger Corp.(3) | ||
Common Stock, $0.01 par value | 04/08/2011 | P | 16,245,894(6) | A | $76.33 | 253,558,720 | I | By GC Merger Corp.(3) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. Reflects shares purchased in an exchange offer. |
2. On April 6, 2011, these shares of Genzyme Corporation ("Genzyme") common stock were exchanged for cash and a contingent value right (each, a "CVR") pursuant to GC Merger Corp.'s ("Purchaser") offer to exchange each issued and outstanding share of Genzyme common stock for $74.00 in cash and one CVR. The closing price of Genzyme common stock on April 5, 2011 was $76.33. |
3. The shares are held by Purchaser. The Purchaser is a direct, wholly-owned subsidiary of sanofi-aventis ("Parent"). The shares may also be deemed to be indirectly beneficially owned by Parent. |
4. On April 7, 2011, these shares of Genzyme common stock were exchanged for cash and one CVR pursuant to Purchaser's offer to exchange each issued and outstanding share of Genzyme common stock for $74.00 in cash and one CVR. The closing price of Genzyme common stock on April 6, 2011 was 76.38. |
5. On April 8, 2011, these shares of Genzyme common stock were exchanged for cash and one CVR pursuant to Purchaser's offer to exchange each issued and outstanding share of Genzyme common stock for $74.00 in cash and one CVR. The closing price of Genzyme common stock on April 7, 2011 was 76.33. |
6. Reflects shares acquired by Purchaser pursuant to the exercise of the "top-up" option provided for in the Agreement and Plan of Merger, dated as of February 16, 2011 among Parent, Purchaser and Genzyme. |
/s/ SEE EXHIBIT 99.1 | 04/08/2011 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |