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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options | $ 48.99 | 02/03/2014 | D | 44,671 | 02/01/2013 | 02/01/2022 | Common Stock | 44,671 | $ 48.99 (2) | 0 | D | ||||
| Stock Options | $ 48.91 | 02/03/2014 | D | 21,337 | 04/02/2013 | 04/02/2022 | Common Stock | 21,337 | $ 48.91 (2) | 0 | D | ||||
| Restricted Stock Units | (1) | 02/03/2014 | D | 3,067 | 04/02/2013 | 04/04/2016 | Common Stock | 3,067 | (3) | 6,133 | D | ||||
| Restricted Stock Units | (1) | 02/03/2014 | D | 6,133 | 04/02/2013 | 04/04/2016 | Common Stock | 6,133 | (4) | 0 | D | ||||
| Restricted Stock Units | (1) | 02/03/2014 | D | 4,259 | 04/01/2014 | 04/03/2017 | Common Stock | 4,259 | (3) | 12,776 | D | ||||
| Restricted Stock Units | (1) | 02/03/2014 | D | 12,776 | 04/01/2014 | 04/03/2017 | Common Stock | 12,776 | (4) | 0 | D | ||||
| Restricted Stock Units | (1) | 02/03/2014 | D | 7,144 | 02/01/2013 | 02/01/2016 | Common Stock | 7,144 | (4) | 3,572 | D | ||||
| Restricted Stock Units | (1) | 02/03/2014 | D | 3,572 | 02/01/2013 | 02/01/2016 | Common Stock | 3,572 | (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ANDREWS RONALD ASBURY 5791 VAN ALLEN WAY CARLSBAD, CA 92008 |
President, Medical Sciences | |||
| John Cottingham, attorney-in-fact for Mr. Andrews | 02/04/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On February 3, 2014, Thermo Fisher Scientific Inc., a Delaware corporation ("Thermo Fisher"), acquired the issuer pursuant to that certain merger agreement between issuer, Thermo Fisher and Polpis Merger Sub Co., a Delaware corporation and wholly owned subsidiary of Thermo Fisher ("Merger Sub"), dated as of April 14, 2013 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Thermo Fisher. At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $76.1311786 in cash (the "per-share merger consideration"). In addition, all outstanding options, performance restricted stock units and service-based restricted stock units were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration (less the exercise price in the case of options), payable without interest and less any required withholding taxes (other than certain service-based restricted stock units that were assumed by Thermo Fisher at the effective time of the Merger and converted into the right to receive a cash payment equal to the per-share merger consideration, which will vest and become payable following the effective time of the Merger in accordance with their original terms). The Merger is more fully described in the issuer's Proxy Statement filed with the SEC on July 22, 2013. |
| (2) | These Stock Options, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of the grant, were canceled at the effective time of the Merger (whether vested or unvested) in exchange for a cash payment equal to the per-share merger consideration, less the exercise price of the option. |
| (3) | These service-based Restricted Stock Units, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of the grant, were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration. |
| (4) | These service-based Restricted Stock Units, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of the grant, were assumed by Thermo Fisher at the effective time of the Merger and converted into the right to receive a cash payment equal to the per-share merger consideration, which will vest and become payable following the effective time of the Merger in accordance with their original terms. |