0001209191-19-059244.txt : 20191205 0001209191-19-059244.hdr.sgml : 20191205 20191205133831 ACCESSION NUMBER: 0001209191-19-059244 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191204 FILED AS OF DATE: 20191205 DATE AS OF CHANGE: 20191205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hanley Samantha CENTRAL INDEX KEY: 0001632229 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10638 FILM NUMBER: 191269999 MAIL ADDRESS: STREET 1: ONE MEADOWLANDS PLAZA CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAMBREX CORP CENTRAL INDEX KEY: 0000820081 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222476135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE MEADOWLANDS PLZ CITY: E RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 2018043000 MAIL ADDRESS: STREET 1: ONE MEADOWLANDS PLAZA CITY: E. RUTHERFORD STATE: NJ ZIP: 07073 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-12-04 1 0000820081 CAMBREX CORP CBM 0001632229 Hanley Samantha ONE MEADOWLANDS PLAZA EAST RUTHERFORD NJ 07073 0 1 0 0 SVP, General Counsel Common Stock 2019-12-04 4 M 0 2500 17.81 A 3631 D Common Stock 2019-12-04 4 M 0 3750 22.495 A 7381 D Common Stock 2019-12-04 4 M 0 12500 41.36 A 19881 D Common Stock 2019-12-04 4 M 0 18750 40.65 A 38631 D Common Stock 2019-12-04 4 M 0 20000 45.64 A 58631 D Common Stock 2019-12-04 4 M 0 20000 53.605 A 78631 D Common Stock 2019-12-04 4 S 0 78631 60.00 D 0 D Stock Option (right to buy) 17.81 2019-12-04 4 M 0 2500 0.00 A Common Stock 2500 0 D Stock Option (right to buy) 22.495 2019-12-04 4 M 0 3750 0.00 A Common Stock 3750 0 D Stock Option (right to buy) 41.36 2019-12-04 4 M 0 12500 0.00 A Common Stock 12500 0 D Stock Option (right to buy) 40.65 2019-12-04 4 M 0 18750 0.00 A Common Stock 18750 0 D Stock Option (right to buy) 45.64 2019-12-04 4 M 0 20000 0.00 A Common Stock 20000 0 D Stock Option (right to buy) 53.605 2019-12-04 4 M 0 20000 0.00 A Common Stock 20000 0 D Disposed of for $60.00 per share pursuant to the terms of that certain Agreement and Plan of Merger dated as of August 7, 2019, by and among Catalog Intermediate Inc. ("Parent"), Catalog Merger Sub ("Merger Sub"), each entities controlled by investment funds advised by Permira Advisors LLC, and the Company (the "Merger Agreement"). All terms capitalized but not defined shall have the respective meanings given to them in the Merger Agreement. Each option to purchase shares of Company Common Stock (each, a "Company Option") that was outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, was cancelled and automatically converted into the right to receive an amount in cash, without interest thereon, equal to the product of $60.00 (less the exercise price per share attributable to such Company Option), multiplied by the total number of shares of Company Common Stock issuable upon exercise in full of such Company Option, provided that if the exercise price per share of any such Company Option was equal to or greater than $60.00, such Company Option was cancelled for no consideration. The Company Options reported herein were canceled in the merger in exchange for a cash payment of $60.00 per share subject to such Company Option. /s/ ALisa A. Wisse for Samantha Hanley by POA 2019-12-05