0001209191-19-059247.txt : 20191205 0001209191-19-059247.hdr.sgml : 20191205 20191205134052 ACCESSION NUMBER: 0001209191-19-059247 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: KLOSK STEVEN M CENTRAL INDEX KEY: 0001192621 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10638 FILM NUMBER: 191270006 MAIL ADDRESS: STREET 1: C/O CAMBREX CORP STREET 2: ONE MEADOWLANDS PLZ 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 0001192621 KLOSK STEVEN M ONE MEADOWLANDS PLAZA EAST RUTHERFORD NJ 07073 1 1 0 0 President & CEO Common Stock 2019-12-04 4 M 0 50000 41.36 A 163706 D Common Stock 2019-12-04 4 M 0 50000 40.65 A 213706 D Common Stock 2019-12-04 4 M 0 38000 45.64 A 251706 D Common Stock 2019-12-04 4 M 0 30000 53.605 A 281706 D Common Stock 2019-12-04 4 A 0 65500 0.00 A 347206 D Common Stock 2019-12-04 4 S 0 347206 60.00 D 0 D Stock Option (right to buy) 41.36 2019-12-04 4 M 0 50000 0.00 A Common Stock 50000 0 D Stock Option (right to buy) 40.65 2019-12-04 4 M 0 50000 0.00 A Common Stock 50000 0 D Stock Option (right to buy) 45.64 2019-12-04 4 M 0 38000 0.00 A Common Stock 38000 0 D Stock Option (right to buy) 53.605 2019-12-04 4 M 0 30000 0.00 A Common Stock 30000 0 D Each Company restricted stock unit subject to performance-vesting conditions (each, a "Company PSU") that was outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash, without interest thereon, equal to the product of $60.00, multiplied by the total number of shares of Company Common Stock subject to such Company PSU, with any performance-based vesting conditions deemed achieved at the greater of (x) target levels of performance and (y) actual levels of performance, without pro-ration. 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 Steven M. Klosk by POA 2019-12-05