| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PPD, Inc. [ PPD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/08/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/08/2021 | D(1) | 8,392 | D | $47.5(2) | 0 | D | |||
| Common Stock | 12/08/2021 | A(1)(3) | 23,104(3) | A | $0 | 23,104 | D | |||
| Common Stock | 12/08/2021 | D(1) | 23,104 | D | (3) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Options (Right to Buy) | $15.05 | 12/08/2021 | D(1) | 92,369 | (4) | 07/24/2027 | Common Stock | 92,369 | $32.45(4) | 0 | D | ||||
| Stock Options (Right to Buy) | $10.59 | 12/08/2021 | A(5) | 13,289 | (5) | 07/24/2027 | Common Stock | 13,289 | $0 | 40,537 | D | ||||
| Stock Options (Right to Buy) | $10.59 | 12/08/2021 | D(1) | 40,537 | (5) | 07/24/2027 | Common Stock | 40,537 | $36.91(5) | 0 | D | ||||
| Stock Options (Right to Buy) | $19.02 | 12/08/2021 | D(1) | 41,076 | (6) | 09/27/2028 | Common Stock | 41,076 | $28.48(6) | 0 | D | ||||
| Stock Options (Right to Buy) | $14.55 | 12/08/2021 | A(4) | 13,807 | (7) | 09/27/2028 | Common Stock | 13,807 | $0 | 50,972 | D | ||||
| Stock Options (Right to Buy) | $14.55 | 12/08/2021 | D(1) | 50,972 | (7) | 09/27/2028 | Common Stock | 50,972 | $32.95(4) | 0 | D | ||||
| Stock Options (Right to Buy) | $37.22 | 12/08/2021 | D(1) | 26,364 | (8) | 02/11/2031 | Common Stock | 26,364 | (8) | 0 | D | ||||
| Explanation of Responses: |
| 1. On December 8, 2021, Thermo Fisher Scientific Inc., a Delaware corporation ("Buyer"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and Powder Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of April 15, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger"). |
| 2. At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $47.50 in cash (the "Merger Consideration"). |
| 3. Prior to the Merger, the Reporting Person held certain restricted stock units subject to performance-based vesting criteria ("PSUs") which were not included on prior reports as the performance-based vesting criteria had not been satisfied. At the effective time of the Merger, each unvested PSU was canceled and converted into a restricted stock unit with substantially the same terms as were applicable to such PSU immediately prior to the effective time of the Merger (other than performance-based vesting conditions) with respect to a number of shares of Buyer equal to the product of (a) the Merger Consideration divided by the price of Buyer stock prior to the Merger, as determined in accordance with the Merger Agreement (the "Exchange Ratio") and (b) the number of shares of Issuer common stock subject to such PSU, based on the actual level of performance deemed achieved prior to the Merger. |
| 4. These options, of which 13,289 were unvested and scheduled to vest on May 11, 2022, were canceled in the Merger in exchange for a cash payment per underlying share equal to the difference between the exercise price of the option and the Merger Consideration. |
| 5. These options, of which 13,289 options were eligible to vest upon the achievement of certain EBITDA-based vesting conditions for the fiscal year 2021 and were not included on prior reports as the performance-based vesting criteria had not been satisfied, were canceled in the Merger in exchange for a cash payment per underlying share equal to the difference between the exercise price of the option and the Merger Consideration. |
| 6. These options, of which 20,710 were unvested and scheduled to vest in equal installments on September 27, 2022 and 2023 were canceled in the Merger in exchange for a cash payment per underlying share equal to the difference between the exercise price of the option and the Merger Consideration. |
| 7. These options, of which (i) 23,013 options were eligible to vest upon the achievement of certain return on capital or rate of return conditions three years after the initial public offering of the Issuer or earlier, upon certain sales by significant stockholders, and (ii) 13,807 options were eligible to vest in equal installments upon the achievement of certain EBITDA-based vesting conditions for the fiscal year 2021 and 2022 and were not included on prior reports as the performance-based vesting criteria had not been satisfied, were canceled in the Merger in exchange for a cash payment per underlying share equal to the difference between the exercise price of the option and the Merger Consideration. |
| 8. This option, which provided for vesting in four equal installments beginning on February 11, 2022, was canceled and converted into an option to purchase a number of shares of Buyer common stock equal to the number of shares of Issuer common stock subject to such option multiplied by the Exchange Ratio, at a price per share equal to the exercise price per share divided by the Exchange Ratio, plus a cash payment in respect of any fractional shares as provided in the Merger Agreement. |
| Remarks: |
| Executive Vice President, Chief Medical Officer |
| /s/ Richard Whitlow, as Attorney-in-Fact | 12/08/2021 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
