0001437749-21-028105.txt : 20211208 0001437749-21-028105.hdr.sgml : 20211208 20211208163730 ACCESSION NUMBER: 0001437749-21-028105 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211208 FILED AS OF DATE: 20211208 DATE AS OF CHANGE: 20211208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sharbaugh William J CENTRAL INDEX KEY: 0001399883 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39212 FILM NUMBER: 211479126 MAIL ADDRESS: STREET 1: C/O PHARMACEUTICAL PRODUCT DEVELOPMENT STREET 2: 929 NORTH FRONT STREET CITY: WILMINGTON STATE: NC ZIP: 28401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PPD, Inc. CENTRAL INDEX KEY: 0001793294 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 453806427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 929 NORTH FRONT STREET CITY: WILMINGTON STATE: NC ZIP: 28401-3331 BUSINESS PHONE: 910 251 0081 MAIL ADDRESS: STREET 1: 929 NORTH FRONT STREET CITY: WILMINGTON STATE: NC ZIP: 28401-3331 4 1 rdgdoc.xml FORM 4 X0306 4 2021-12-08 1 0001793294 PPD, Inc. PPD 0001399883 Sharbaugh William J C/O PPD, INC. 929 NORTH FRONT STREET WILMINGTON NC 28401 1 Chief Operating Officer Common Stock 2021-12-08 4 D 0 378005 47.50 D 0 D Common Stock 2021-12-08 4 D 0 74480 47.50 D 0 I By grantor retained annuity trust Common Stock 2021-12-08 4 A 0 42424 0 A 42424 D Common Stock 2021-12-08 4 D 0 42424 D 0 D Stock Options (Right to Buy) 15.05 2021-12-08 4 D 0 646604 32.45 D 2027-05-11 Common Stock 646604 0 D Stock Options (Right to Buy) 10.59 2021-12-08 4 A 0 93038 0 A 2027-05-11 Common Stock 93038 549582 D Stock Options (Right to Buy) 10.59 2021-12-08 4 D 0 549582 36.91 D 2027-05-11 Common Stock 549582 0 D Stock Options (Right to Buy) 37.22 2021-12-08 4 D 0 48408 D 2031-02-11 Common Stock 48408 0 D On December 8, 2021, Thermo Fisher Scientific Inc., a Delaware corporation ("Buyer"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and Powder Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of April 15, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $47.50 in cash (the "Merger Consideration"). Prior to the Merger, the Reporting Person held certain restricted stock units subject to performance-based vesting criteria ("PSUs") which were not included on prior reports as the performance-based vesting criteria had not been satisfied. At the effective time of the Merger, each unvested PSU was canceled and converted into a restricted stock unit with substantially the same terms as were applicable to such PSU immediately prior to the effective time of the Merger (other than performance-based vesting conditions) with respect to a number of shares of Buyer equal to the product of (a) the Merger Consideration divided by the price of Buyer stock prior to the Merger, as determined in accordance with the Merger Agreement (the "Exchange Ratio") and (b) the number of shares of Issuer common stock subject to such PSU, based on the actual level of performance deemed achieved prior to the Merger. These options, of which 93,036 were unvested and scheduled to vest on May 11, 2022, were canceled in the Merger in exchange for a cash payment per underlying share equal to the difference between the exercise price of the option and the Merger Consideration. These options, of which (i) 265,819 options were eligible to vest upon the achievement of certain return on capital or rate of return conditions three years after the initial public offering of the Issuer or earlier, upon certain sales by significant stockholders, and (ii) 93,038 options were eligible to vest upon the achievement of certain EBITDA-based vesting conditions for the fiscal year 2021 and were not included on prior reports as the performance-based vesting criteria had not been satisfied, were canceled in the Merger in exchange for a cash payment per underlying share equal to the difference between the exercise price of the option and the Merger Consideration. This option, which provided for vesting in four equal installments beginning on February 11, 2022, was canceled and converted into an option to purchase a number of shares of Buyer common stock equal to the number of shares of Issuer common stock subject to such option multiplied by the Exchange Ratio, at a price per share equal to the exercise price per share divided by the Exchange Ratio, plus a cash payment in respect of any fractional shares as provided in the Merger Agreement. Following the closing of the Merger, the Reporting Person's employment was terminated and the vesting of unvested equity awards of Buyer will be accelerated pursuant to the terms of the Merger Agreement. /s/ Richard Whitlow, as Attorney-in-Fact 2021-12-08