4//SEC Filing
Garrow Ronald E 4
Accession 0001437749-21-028108
CIK 0001793294other
Filed
Dec 7, 7:00 PM ET
Accepted
Dec 8, 4:38 PM ET
Size
17.5 KB
Accession
0001437749-21-028108
Insider Transaction Report
Form 4
PPD, Inc.PPD
Garrow Ronald E
See Remarks
Transactions
- Disposition to Issuer
Stock Options (Right to Buy)
2021-12-08−24,524→ 0 totalExercise: $37.22Exp: 2031-02-11→ Common Stock (24,524 underlying) - Award
Common Stock
2021-12-08+21,492→ 21,492 total - Disposition to Issuer
Common Stock
2021-12-08−21,492→ 0 total - Award
Stock Options (Right to Buy)
2021-12-08+31,560→ 31,560 totalExercise: $14.55Exp: 2028-09-27→ Common Stock (31,560 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2021-12-08$28.48/sh−47,339$1,348,215→ 0 totalExercise: $19.02Exp: 2028-09-27→ Common Stock (47,339 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2021-12-08$32.95/sh−31,560$1,039,902→ 0 totalExercise: $14.55Exp: 2028-09-27→ Common Stock (31,560 underlying)
Footnotes (6)
- [F1]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").
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
Documents
Issuer
PPD, Inc.
CIK 0001793294
Entity typeother
Related Parties
1- filerCIK 0001573297
Filing Metadata
- Form type
- 4
- Filed
- Dec 7, 7:00 PM ET
- Accepted
- Dec 8, 4:38 PM ET
- Size
- 17.5 KB