Albany Molecular Research Form 4 ALBANY MOLECULAR RESEARCH / LORI M. HENDERSON ownership change

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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X

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^*

HENDERSON LORI M.

(Last) (First) (Middle)

26 CORPORATE CIRCLE

(Street)

ALBANY NY 12203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALBANY MOLECULAR RESEARCH INC [ AMRI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Secretary & Gen Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/28/2017		G		9,857(1)	D	$0.00	52,138	D
Common Stock	08/31/2017		A		4,722	A	$0.00	66,717	D
Common Stock	08/31/2017		D		66,717(2)	D	$21.75	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	$4.87	08/31/2017		D			50,000	(3)	02/04/2021	Common Stock	50,000	$16.88	0	D
Option to Purchase Common Stock	$5.25	08/31/2017		D			17,500	(3)	06/02/2021	Common Stock	17,500	$16.5	0	D
Option to Purchase Common Stock	$2.93	08/31/2017		D			4,375	(3)	02/17/2022	Common Stock	4,375	$18.82	0	D
Option to Purchase Common Stock	$2.93	08/31/2017		D			4,375	(3)	02/17/2022	Common Stock	4,375	$18.82	0	D
Option to Purchase Common Stock	$2.93	08/31/2017		D			17,500	(3)	02/17/2022	Common Stock	17,500	$18.82	0	D
Option to Purchase Common Stock	$5.99	08/31/2017		D			4,375	(3)	01/31/2023	Common Stock	4,375	$15.76	0	D
Option to Purchase Common Stock	$5.99	08/31/2017		D			17,500	(3)	01/31/2023	Common Stock	17,500	$15.76	0	D
Option to Purchase Common Stock	$5.99	08/31/2017		D			4,375	(3)	01/31/2023	Common Stock	4,375	$15.76	0	D
Option to Purchase Common Stock	$5.99	08/31/2017		D			4,375	(3)	01/31/2023	Common Stock	4,375	$15.76	0	D
Option to Purchase Common Stock	$10.43	08/31/2017		D			29,167	(3)	02/04/2024	Common Stock	29,167	$11.32	0	D
Option to Purchase Common Stock	$17.05	08/31/2017		D			22,893	(3)	03/02/2025	Common Stock	22,893	$4.7	0	D
Option to Purchase Common Stock	$15.77	08/31/2017		D			29,066	(3)	02/04/2026	Common Stock	29,066	$5.98	0	D
Option to Purchase Common Stock	$18.41	08/31/2017		D			44,251	(3)	02/08/2027	Common Stock	44,251	$3.34	0	D

Explanation of Responses:

1. This transaction involved a gift of securities by Ms. Lori Henderson. Ms. Henderson disclaims beneficial ownership of these shares and this report shall not be deemed an admission that Ms. Henderson is the beneficial owner of such securities for the purpose of Section 16 or any other purpose.

2. Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 5, 2017, by and among Albany Molecular Research, Inc. ("AMRI"), UIC Parent Corporation ("UIC Parent"), and UIC Merger Sub, Inc. ("UIC Sub") (the "Merger Agreement"). The Merger Agreement provides that each share of AMRI common stock and each outstanding restricted stock unit automatically be canceled and converted into the right to receive $21.75 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").

3. Immediately prior to the effective time of the Merger, each AMRI stock option, whether or not vested and exercisable, that is outstanding and unexercised immediately prior to the effective time, was automatically canceled and converted into the right to receive an amount in cash (less any applicable tax withholdings) equal to the product obtained by multiplying (1) the excess, if any, of the Merger Consideration over the per share exercise price of such AMRI stock option, by (2) the aggregate number of shares of AMRI common stock that were issuable upon exercise or settlement of such AMRI stock option immediately prior to the effective time.

Remarks:

	/s/ Lori M. Henderson	09/05/2017
	** Signature of Reporting Person	Date
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