Lauro Cinquantasette S.p.A. Form 3 ALBANY MOLECULAR RESEARCH / S.G.R. S.p.A. Clessidra ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lauro Cinquantasette S.p.A.

(Last) (First) (Middle)

VIA DEL LAURO, 7

(Street)

MILANO L6 20121

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/11/2016

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

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,051,295(1)	D(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Lauro Cinquantasette S.p.A.

(Last) (First) (Middle)

VIA DEL LAURO, 7

(Street)

MILANO L6 20121

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lauro Quarantotto S.p.A.

(Last) (First) (Middle)

VIA DEL LAURO, 7

(Street)

MILANO L6 20121

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Clessidra S.G.R. S.p.A.

(Last) (First) (Middle)

VIA DEL LAURO, 7

(Street)

MILANO L6 20121

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the Share Purchase Agreement, as amended from time to time, the Issuer indirectly through a wholly owned subsidiary purchased from Lauro Cinquantasette S.p.A ("Lauro 57") 100% of the capital stock of Prime European Therapeuticals S.p.A., a company organized under the laws of Italy, for an aggregate purchase price of 315 EUR million, including (i) 164 EUR million in cash, (ii) the issuance of 7,051,295 shares of common stock, $0.01 par value of the Issuer (the "Consideration Shares"), and (iii) 55 EUR million in deferred cash consideration payable to Lauro 57 in the form of two notes issued by Albany Molecular Luxembourg S.a.r.l., an affiliate of the Issuer.

2. Lauro 57 directly owns 7,051,295 shares of common stock of the Issuer (approximately 16.49% of the total number of shares of common stock outstanding). Lauro Quarantotto S.p.A. ("Lauro 48") directly owns 41.34% of the total capital stock of Lauro 57 (and thereby indirectly holds 6.82% of the Issuer). Clessidra S.G.R. S.p.A. ("Clessidra") owns 100% of the total capital stock of Lauro 48 (and thereby indirectly holds 6.82% of the Issuer). Clessidra is an exempt reporting adviser (SEC file number: 802-75612) that operates and manages investments in the interest of the private equity fund Clessidra Capital Partners II.

3. None of Lauro 57's shareholders independently control Lauro 57, but Lauro 48, through a Patto Parasociale Consolidato (i.e., a Shareholders Agreement) entered into with the other shareholders of Lauro 57 (the "Lauro 57 Shareholders Agreement"), has the power to appoint four directors to Lauro 57's board of directors and all such directors must approve of any disposition of any securities held by Lauro 57 valued in excess of 10 EUR million. Additionally, under the Lauro 57 Shareholders Agreement, Lauro 48 has certain "drag along" rights with respect to the stock in Lauro 57.

4. Each of the reporting persons (other than Lauro 57) disclaims beneficial ownership of the securities held directly by Lauro 57 except to the extent of any pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities.

Remarks:

	Lauro Cinquantasette S.p.A. By: /s/ Enrico Ricotta, Director	07/18/2016
	Lauro Quarantotto S.p.A. By: /s/ Marco Carotenuto, Chairman	07/18/2016
	Clessidra S.G.R. S.p.A. By: /s/ Riccardo Bruno, Director	07/18/2016
	** Signature of Reporting Person	Date
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