0000090185-15-000145.txt : 20151119 0000090185-15-000145.hdr.sgml : 20151119 20151119155824 ACCESSION NUMBER: 0000090185-15-000145 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151118 FILED AS OF DATE: 20151119 DATE AS OF CHANGE: 20151119 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SIGMA ALDRICH CORP CENTRAL INDEX KEY: 0000090185 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 431050617 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3050 SPRUCE ST CITY: ST LOUIS STATE: MO ZIP: 63103 BUSINESS PHONE: 3147715765 MAIL ADDRESS: STREET 1: 3050 SPRUCE STREET CITY: ST LOUIS STATE: MO ZIP: 63103 FORMER COMPANY: FORMER CONFORMED NAME: SIGMA INTERNATIONAL LTD DATE OF NAME CHANGE: 19750925 FORMER COMPANY: FORMER CONFORMED NAME: ALDRICH CHEMICAL CO INC DATE OF NAME CHANGE: 19750908 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bertsch Jan CENTRAL INDEX KEY: 0001477291 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08135 FILM NUMBER: 151243654 MAIL ADDRESS: STREET 1: 3850 HAMLIN ROAD CITY: AUBURN HILLS STATE: MI ZIP: 48326 4 1 wf-form4_144796669410584.xml FORM 4 X0306 4 2015-11-18 1 0000090185 SIGMA ALDRICH CORP SIAL 0001477291 Bertsch Jan C/O SIGMA-ALDRICH CORPORATION 3050 SPRUCE STREET ST. LOUIS MO 63103 0 1 0 0 EVP & CFO Common Stock 2015-11-18 4 A 0 2835 0 A 18742 D Common Stock 2015-11-18 4 D 0 2835 140 D 15907 D Common Stock 2015-11-18 4 A 0 2500 0 A 18407 D Common Stock 2015-11-18 4 D 0 2500 140 D 15907 D Common Stock 2015-11-18 4 A 0 1670 0 A 17577 D Common Stock 2015-11-18 4 D 0 1670 140 D 15907 D Common Stock 2015-11-18 4 A 0 1670 0 A 17577 D Common Stock 2015-11-18 4 D 0 1670 140 D 15907 D Common Stock 2015-11-18 4 D 0 15907 140 D 0 D Common Stock 2015-11-18 4 D 0 390.976 140 D 0 I By 401(k) Plan NQ Stock Option Right to Buy 71.62 2015-11-18 4 D 0 45771 71.62 D 2013-03-05 2022-03-05 Common Stock 45771.0 0 D ISO Stock Option Right To Buy 76.34 2015-11-18 4 D 0 1309 76.34 D 2014-02-11 2023-02-11 Common Stock 1309.0 0 D NQ Stock Option Right to Buy 76.34 2015-11-18 4 D 0 21666 76.34 D 2014-02-11 2023-02-11 Common Stock 21666.0 0 D ISO Stock Option Right To Buy 93.07 2015-11-18 4 D 0 1074 93.07 D 2015-02-10 2024-02-10 Common Stock 1074.0 0 D NQ Stock Option Right to Buy 93.07 2015-11-18 4 D 0 15156 93.07 D 2015-02-10 2024-02-10 Common Stock 15156.0 0 D NQ Stock Option Right to Buy 93.07 2015-11-18 4 D 0 10820 93.07 D 2017-02-10 2024-02-10 Common Stock 10820.0 0 D Restricted Stock Unit 0.0 2015-11-18 4 D 0 2835 0 D 2016-02-11 2016-02-11 Common Stock 2835.0 0 D Restricted Stock Unit 0.0 2015-11-18 4 D 0 2500 0 D 2017-02-10 2017-02-10 Common Stock 2500.0 0 D Please see attached Exhibit A. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the attached Exhibit A. These performance-based restricted stock units, which provided for vesting three years of the date of the grant, subject to certain performance criteria were cancelled at the Effective Time (whether vested or unvested) in exchange for a cash payment equal to the Per-Share Merger Consideration. These performance shares, which provided for vesting four years of the date of the grant, subject to certain performance criteria were cancelled at the Effective Time (whether vested or unvested) in exchange for a cash payment equal to the Per-Share Merger Consideration. These stock options, which provided for vesting in three equal annual installments beginning on the first anniversary of the date of the grant, were cancelled at the Effective Time (whether vested or unvested) in exchange for a cash payment equal to the Per-Share Merger Consideration, less the exercise price of the option. These stock options, which provided for vesting 100% after three years of the date of the grant, were cancelled at the Effective Time (whether vested or unvested) in exchange for a cash payment equal to the Per-Share Merger Consideration, less the exercise price of the option. These service-based restricted stock units, which provided for vesting 100% after three years of the date of the grant, were cancelled at the Effective Time in exchange for a cash payment equal to the Per-Share Merger Consideration. /s/ Jesica Betts, by Power of Attorney 2015-11-19 EX-99 2 exhibita.htm EXHIBIT A

Exhibit A

On November 18, 2015 (the "Effective Time"), Merck KGaA, a German corporation with general partners ("Parent"), acquired Sigma-Aldrich Corporation (the "Issuer") pursuant to that certain Merger Agreement between Issuer, Parent and Mario II Finance Corp., a Delaware corporation and indirect wholly-owned subsidiary of Parent ("Merger Sub"), dated September 22, 2014 (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 Parent. At the Effective Time, each outstanding share of the Issuer's common stock was converted into the right to receive $140 in cash (the "Per-Share Merger Consideration"). In addition, all outstanding options, performance-based restricted stock units and service-based restricted stock units, whether vested or unvested at the time of the Merger, were canceled at the Effective Time 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. The Merger is more fully described in the Issuer's Proxy Statement filed with the SEC on October 22, 2014.