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