0001437749-21-028108.txt : 20211208 0001437749-21-028108.hdr.sgml : 20211208 20211208163836 ACCESSION NUMBER: 0001437749-21-028108 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: Garrow Ronald E CENTRAL INDEX KEY: 0001573297 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39212 FILM NUMBER: 211479143 MAIL ADDRESS: STREET 1: 2000 PURCHASE STREET CITY: PURCHASE STATE: NY ZIP: 10577 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 0001573297 Garrow Ronald E C/O PPD, INC. 929 NORTH FRONT STREET WILMINGTON NC 28401 1 See Remarks Common Stock 2021-12-08 4 A 0 21492 0 A 21492 D Common Stock 2021-12-08 4 D 0 21492 D 0 D Stock Options (Right to Buy) 19.02 2021-12-08 4 D 0 47339 28.48 D 2028-09-27 Common Stock 47339 0 D Stock Options (Right to Buy) 14.55 2021-12-08 4 A 0 31560 0 A 2028-09-27 Common Stock 31560 31560 D Stock Options (Right to Buy) 14.55 2021-12-08 4 D 0 31560 32.95 D 2028-09-27 Common Stock 31560 0 D Stock Options (Right to Buy) 37.22 2021-12-08 4 D 0 24524 D 2031-02-11 Common Stock 24524 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 31,559 were unvested and scheduled to vest in equal installments on July 23, 2022 and 2023, 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 31,560 options were eligible to vest in equal installments upon the achievement of certain EBITDA-based vesting conditions for the fiscal year 2021 and 2022 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. EVP & Chief Human Resource Officer /s/ Richard Whitlow, as Attorney-in-Fact 2021-12-08