Cambrex Form 4 CAMBREX / STEVEN M KLOSK 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^*

KLOSK STEVEN M

(Last) (First) (Middle)

ONE MEADOWLANDS PLAZA

(Street)

EAST RUTHERFORD NJ 07073

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CAMBREX CORP [ CBM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2019

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	12/04/2019		M		50,000	A	$41.36	163,706	D
Common Stock	12/04/2019		M		50,000	A	$40.65	213,706	D
Common Stock	12/04/2019		M		38,000	A	$45.64	251,706	D
Common Stock	12/04/2019		M		30,000	A	$53.605	281,706	D
Common Stock	12/04/2019		A		65,500(1)	A	$0.00	347,206	D
Common Stock	12/04/2019		S		347,206	D	$60(2)	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
Stock Option (right to buy)	$41.36	12/04/2019		M		50,000		(3)	(3)	Common Stock	50,000	$0.00	0	D
Stock Option (right to buy)	$40.65	12/04/2019		M		50,000		(3)	(3)	Common Stock	50,000	$0.00	0	D
Stock Option (right to buy)	$45.64	12/04/2019		M		38,000		(3)	(3)	Common Stock	38,000	$0.00	0	D
Stock Option (right to buy)	$53.605	12/04/2019		M		30,000		(3)	(3)	Common Stock	30,000	$0.00	0	D

Explanation of Responses:

1. Each Company restricted stock unit subject to performance-vesting conditions (each, a "Company PSU") that was outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash, without interest thereon, equal to the product of $60.00, multiplied by the total number of shares of Company Common Stock subject to such Company PSU, with any performance-based vesting conditions deemed achieved at the greater of (x) target levels of performance and (y) actual levels of performance, without pro-ration.

2. Disposed of for $60.00 per share pursuant to the terms of that certain Agreement and Plan of Merger dated as of August 7, 2019, by and among Catalog Intermediate Inc. ("Parent"), Catalog Merger Sub ("Merger Sub"), each entities controlled by investment funds advised by Permira Advisors LLC, and the Company (the "Merger Agreement"). All terms capitalized but not defined shall have the respective meanings given to them in the Merger Agreement.

3. Each option to purchase shares of Company Common Stock (each, a "Company Option") that was outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, was cancelled and automatically converted into the right to receive an amount in cash, without interest thereon, equal to the product of $60.00 (less the exercise price per share attributable to such Company Option), multiplied by the total number of shares of Company Common Stock issuable upon exercise in full of such Company Option, provided that if the exercise price per share of any such Company Option was equal to or greater than $60.00, such Company Option was cancelled for no consideration. The Company Options reported herein were canceled in the merger in exchange for a cash payment of $60.00 per share subject to such Company Option.

Remarks:

	/s/ ALisa A. Wisse for Steven M. Klosk by POA	12/05/2019
	** Signature of Reporting Person	Date
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