4//SEC Filing
KLOSK STEVEN M 4
Accession 0001209191-19-059247
CIK 0000820081other
Filed
Dec 4, 7:00 PM ET
Accepted
Dec 5, 1:40 PM ET
Size
22.9 KB
Accession
0001209191-19-059247
Insider Transaction Report
Form 4
CAMBREX CORPCBM
KLOSK STEVEN M
President & CEO
Transactions
- Exercise/Conversion
Common Stock
2019-12-04$45.64/sh+38,000$1,734,320→ 251,706 total - Exercise/Conversion
Stock Option (right to buy)
2019-12-04+38,000→ 0 totalExercise: $45.64→ Common Stock (38,000 underlying) - Exercise/Conversion
Common Stock
2019-12-04$40.65/sh+50,000$2,032,500→ 213,706 total - Exercise/Conversion
Stock Option (right to buy)
2019-12-04+30,000→ 0 totalExercise: $53.60→ Common Stock (30,000 underlying) - Exercise/Conversion
Common Stock
2019-12-04$53.60/sh+30,000$1,608,150→ 281,706 total - Exercise/Conversion
Common Stock
2019-12-04$41.36/sh+50,000$2,068,000→ 163,706 total - Sale
Common Stock
2019-12-04$60.00/sh−347,206$20,832,360→ 0 total - Exercise/Conversion
Stock Option (right to buy)
2019-12-04+50,000→ 0 totalExercise: $41.36→ Common Stock (50,000 underlying) - Award
Common Stock
2019-12-04+65,500→ 347,206 total - Exercise/Conversion
Stock Option (right to buy)
2019-12-04+50,000→ 0 totalExercise: $40.65→ Common Stock (50,000 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.
Documents
Issuer
CAMBREX CORP
CIK 0000820081
Entity typeother
Related Parties
1- filerCIK 0001192621
Filing Metadata
- Form type
- 4
- Filed
- Dec 4, 7:00 PM ET
- Accepted
- Dec 5, 1:40 PM ET
- Size
- 22.9 KB