Capital Partners Secondary SCA SICAR Mandarin Form 3 ALBANY MOLECULAR RESEARCH / Capital Partners Secondary SCA SICAR Mandarin 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^*

Mandarin Capital Partners Secondary SCA SICAR

(Last) (First) (Middle)

10, RUE ANTOINE JANS

(Street)

LUXEMBOURG N4 L-1820

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2016

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

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

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

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	I	See notes(1)(2)(3)(4)(5)

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^*

Mandarin Capital Partners Secondary SCA SICAR

(Last) (First) (Middle)

10, RUE ANTOINE JANS

(Street)

LUXEMBOURG N4 L-1820

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mandarin Capital Management Secondary SA

(Last) (First) (Middle)

10, RUE ANTOINE JANS

(Street)

LUXEMBOURG N4 L-1820

(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. Mandarin Capital Partners Secondary S.C.A. SICAR ("MCPS") directly owns 24.57% of the total capital stock of Lauro 57 (and thereby indirectly holds 4.05% of the Issuer). Mandarin Capital Management Secondary S.A. ("MCMS") owns 10% of the total capital stock of MCPS (and thereby indirectly holds 0.405% of the Issuer). MCPS is a private equity fund. MCMS is the general partner of MCPS and makes all investment decisions on behalf of MCPS.

4. Lauro 48 and MCPS, through a Patto Parasociale Consolidato (i.e., a Shareholders Agreement) entered into with the other shareholders of Lauro 57 (the "Amended Lauro 57 Shareholders Agreement"), each have the right to appoint a director to Lauro 57's three member board of directors and each such director must approve any action of Lauro 57's board of directors, including any disposition of the Issuer's common stock held by Lauro 57. Additionally, under the Amended Lauro 57 Shareholders, no shareholder of Lauro 57 has any "drag along" rights.

5. 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:

	Mandarin Capital Partners Secondary S.C.A. SICAR, By: Mandarin Capital Management Secondary S.A., the General Partner, By: /s/ Massimo Longoni, Director; By: /s/ Lorenzo Stanca, Director	10/12/2016
	Mandarin Capital Management Secondary S.A. By: /s/ Massimo Longoni, Director; By: /s/ Lorenzo Stanca, Director	10/12/2016
	** Signature of Reporting Person	Date
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