0001033409-11-000004.txt : 20111206 0001033409-11-000004.hdr.sgml : 20111206 20111206091024 ACCESSION NUMBER: 0001033409-11-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111205 FILED AS OF DATE: 20111206 DATE AS OF CHANGE: 20111206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESHELMAN FREDRIC N CENTRAL INDEX KEY: 0001033409 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27570 FILM NUMBER: 111244557 MAIL ADDRESS: STREET 1: PPD INC STREET 2: 929 NORTH FRONT STREET CITY: WILMINGTON STATE: NC ZIP: 28401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACEUTICAL PRODUCT DEVELOPMENT INC CENTRAL INDEX KEY: 0001003124 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 561640186 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 929 NORTH FRONT STREET CITY: WILMINGTON STATE: NC ZIP: 28401 BUSINESS PHONE: 9102510081 MAIL ADDRESS: STREET 1: 929 NORTH FRONT STREET CITY: WILMINGTON STATE: NC ZIP: 28401 4 1 edgar.xml PRIMARY DOCUMENT X0304 4 2011-12-05 1 0001003124 PHARMACEUTICAL PRODUCT DEVELOPMENT INC PPDI 0001033409 ESHELMAN FREDRIC N 929 NORTH FRONT STREET WILMINGTON NC 28401 1 1 0 0 Executive Chairman Common Stock 2011-04-14 5 J 0 15000 0 D 394500 I GRAT Common Stock 2011-04-14 5 J 0 15000 0 A 6984741 D Common Stock 2011-12-05 4 D 0 6984741 33.25 D 0 D Common Stock 2011-12-05 4 D 0 394500 33.25 D 0 I GRAT Common Stock 2011-12-05 4 D 0 11258 33.25 D 0 I LLC Common Stock 2011-12-05 4 D 0 1685 33.25 D 0 I Spouse Stock Options (to buy) 27.27 2011-12-05 4 D 0 90000 0 D Common Stock 90000 0 D Stock Options (to buy) 20.45 2011-12-05 4 D 0 103506 0 D Common Stock 103506 0 D Stock Options (to buy) 25.74 2011-12-05 4 D 0 103506 0 D Common Stock 103506 0 D Stock Options (to buy) 19.94 2011-12-05 4 D 0 51753 0 D Common Stock 51753 0 D Stock Options (to buy) 43.26 2011-12-05 4 D 0 103506 0 D Common Stock 103506 0 D Stock Options (to buy) 32.47 2011-12-05 4 D 0 51753 0 D Common Stock 51753 0 D Stock Options (to buy) 33.44 2011-12-05 4 D 0 207012 0 D Common Stock 207012 0 D Stock Options (to buy) 20.47 2011-12-05 4 D 0 258764 0 D Common Stock 258764 0 D Stock Options (to buy) 14.78 2011-12-05 4 D 0 124207 0 D Common Stock 124207 0 D Stock Options (to buy) 14.44 2011-12-05 4 D 0 41403 0 D Common Stock 41403 0 D Restricted Stock Units 2011-12-05 4 D 0 30000 0 D Common Stock 30000 0 D Pursuant to the Agreement and Plan of Merger (the "Agreement") by and among Pharmaceutical Prodcut Development, Inc., Jaguar Holdings, LLC and Jaguar Merger Sub, Inc. dated as of October 2, 2011, on the effective date of the merger contemplated by the Agreement (the "Merger"), each of these shares of common stock was automatically converted into the right to receive $33.25. The stock options were cancelled pursuant to the Agreement on the effective date of the Merger in exchange for a cash payment equal to the difference (if any ) between the exercise price of the stock options and $33.25 multiplied by the number of shares subject to such stock options less any applicable withholding taxes. The options were scheduled to vest in three equal increments on 2/23/12, 2/23/13 and 2/23/14 but vesting was accelerated due to the Merger. These stock options were cancelled pursuant to the Merger in exchange for a cash payment equal to the difference (if any) between the exercise price of the stock options and $33.25 multiplied by the number of shares subject to such stock options less any applicable withholding taxes. The options were scheduled to vest in three equal increments on 2/25/11, 2/25/12 and 2/25/13 but vesting was accelerated due to the Merger. These stock options were cancelled pursuant to the Merger in exchange for a cash payment equal to the difference (if any) between the exercise price of the stock options and $33.25 multiplied by the number of shares subject to such stock options less any applicable withholding taxes. The options were scheduled to vest in three equal increments on 2/18/10, 2/18/11 and 2/18/12 but vesting was accelerated due to the Merger. These stock options were cancelled pursuant to the Merger in exchange for a cash payment equal to the difference (if any) between the exercise price of the stock options and $33.25 multiplied by the number of shares subject to such stock options less any applicable withholding taxes. Each restricted stock unit (RSU) represents a contingent right to receive one share of PPDI common stock. The RSUs were scheduled to vest in three equal increments on 2/23/12, 2/23/13 and 2/23/14 but became fully vested pursuant to the terms of the Agreement. The RSUs were disposed of pursuant to the terms of the Agreement in exchange for a cash payment of $33.25 per share upon the effective date of the Merger. Lisa C. Noecker attorney-in-fact for Fred N. Eshelman 2011-12-06