SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Stevenson Mark

(Last)

(First)

(Middle)

168 THIRD AVENUE

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
THERMO FISHER SCIENTIFIC INC. [ TMO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Retiring Executive VP & COO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/23/2022		A		7,000⁽¹⁾	A	$0	66,256	D
Common Stock	02/23/2022		F		1,035	D	$528.58	65,221	D
Common Stock	02/23/2022		F		1,200	D	$528.58	64,021	D
Common Stock								477.4	I	By 401(k)
Common Stock								5,320	I	By Grace S. Stevenson Irrevocable Trust
Common Stock								5,320	I	By Matthew L. Stevenson Irrevocable Trust
Common Stock								5,320	I	By Jack A. Stevenson Irrevocable Trust
Common Stock								15,625⁽²⁾	I	By GRAT 2021
Common Stock								14,162⁽³⁾	I	By GRAT
Common Stock								22,272	I	By Stevenson 2010 Living Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares represent a performance-based restricted stock unit award granted on February 23, 2021. The Company's Compensation Committee determined on February 23, 2022, that the performance criteria related to this award were satisfied. One-third of the shares vested on February 23, 2022, and one-third of the shares vest on February 23, 2023. The remaining one-third will vest on February 23, 2024, and is subject to adjustment (positive or negative) for long-term performance which is based on the comparison of the Company's total shareholder return compound annual growth rate ("CAGR") to the total shareholder return CAGR of each of the companies in the peer group, as specified within the award agreement, over the measurement period starting on January 1, 2021, through to December 31, 2023.

2. These shares were previously reported as indirectly beneficially owned under the Stevenson 2010 Living Trust but were contributed to a grantor retained annuity trust ("GRAT 2021") on December 16, 2021.

3. On December 9, 2020, the reporting person contributed 22,100 shares of TMO common stock from his Stevenson 2010 Living Trust to a grantor retained annuity trust ("GRAT"). On December 16, 2021, 7,938 shares were distributed by the GRAT to the Stevenson 2010 Living Trust and will continue to be reported in this Form 4 as indirectly owned.

	/s/ Melodie T. Morin, Attorney-in-Fact for Mark P. Stevenson	02/25/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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