0001104659-17-054984.txt : 20170831 0001104659-17-054984.hdr.sgml : 20170831 20170831183509 ACCESSION NUMBER: 0001104659-17-054984 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170829 FILED AS OF DATE: 20170831 DATE AS OF CHANGE: 20170831 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lagarde Michel CENTRAL INDEX KEY: 0001518973 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08002 FILM NUMBER: 171064192 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVE., 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: THERMO FISHER SCIENTIFIC INC. CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 168 THIRD AVENUE CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 168 THIRD AVENUE CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: THERMO ELECTRON CORP DATE OF NAME CHANGE: 19920703 4 1 a4.xml 4 X0306 4 2017-08-29 0 0000097745 THERMO FISHER SCIENTIFIC INC. TMO 0001518973 Lagarde Michel 168 THIRD AVENUE WALTHAM MA 02451 0 1 0 0 Senior Vice President Common Stock 2017-08-29 4 A 0 31856 A 31856 D Common Stock 2017-08-29 4 A 0 8481 A 40337 D Stock Option (Right to Buy) 105.17 2017-08-29 4 A 0 142637 A 2026-07-20 Common Stock 142637 142637 D Stock Option (Right to Buy) 132.66 2017-08-29 4 A 0 22046 A 2027-03-23 Common Stock 22046 22046 D Pursuant to the terms of the Purchase Agreement, by and between Thermo Fisher Scientific Inc. ("Thermo Fisher"), Patheon N.V. ("Patheon") and Thermo Fisher (CN) Luxembourg S.a r.l., dated as of May 15, 2017 (the "Purchase Agreement"), upon the Closing (as defined in the Purchase Agreement), each outstanding and unvested Patheon restricted stock unit ("RSU") award that was unvested as of immediately prior to the Closing and that was not held by a non-employee director of Patheon was canceled and converted into an RSU award, with substantially the same terms and conditions (including with respect to vesting) as were applicable to such Patheon RSU as of immediately prior to the Closing, with respect to the number of shares of common stock of Thermo Fisher ("Thermo Fisher Shares") that is equal to: (x) 0.1996919 multiplied by (y) the total number of ordinary shares of Patheon ("Patheon Shares") subject to such Patheon RSU as of immediately prior to the Offer Closing (rounded to the nearest whole share). Each RSU represents a contingent right to receive one Thermo Fisher Share. The RSUs are scheduled to vest in two equal installments on July 26, 2018 and July 26, 2019. The RSUs are scheduled to vest in three equal installments on each anniversary of the grant date of the original Patheon RSU (March 23, 2017). Pursuant to the terms of the Purchase Agreement, upon the Closing, each outstanding and unvested option to acquire Patheon Shares (each, a "Patheon Option") that was unvested as of immediately prior to the Closing was canceled and converted into a stock option award, with substantially the same terms and conditions (including with respect to vesting) as were applicable to such Patheon Option as of immediately prior to the Closing, (i) with respect to a number of Thermo Fisher Shares that is equal to (x) 0.1996919 multiplied by (y) the total number of Patheon Shares subject to such Patheon Option as of immediately prior to the Closing (rounded down to the nearest whole share) and (ii) at an exercise price per Thermo Fisher Share that is equal to (x) the exercise price per share of such Patheon Option divided by (y) 0.1996919 (rounded up to the nearest cent). Notwithstanding the foregoing, with respect to the performance-based Patheon Options held by Mr. Lagarde, the performance goals were deemed satisfied as of the Closing and the resulting Thermo Fisher options were subject to the following vesting schedule: 50% of the options were deemed vested as of the Closing and 50% of the options would vest in full on the third anniversary of the Closing, subject to Mr. Lagarde's continued employment with Thermo Fisher (or an earlier qualifying termination of employment). 50% of the options were deemed vested as of the Closing and 50% of the options are scheduled to vest on the third anniversary of the Closing. The options are scheduled to vest in three equal installments on each anniversary of the grant date of the original Patheon Option (March 23, 2017). /s/ Michel Lagarde 2017-08-31