Sigma Aldrich (SIAL) Form 4 SIGMA ALDRICH / Douglas Rau 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^*

Rau Douglas

(Last) (First) (Middle)

C/O SIGMA-ALDRICH CORPORATION

3050 SPRUCE STREET

(Street)

ST. LOUIS MO 63103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SIGMA ALDRICH CORP [ SIAL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2015

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(1)	11/18/2015		A		1,000	A	$0(2)	15,826	D
Common Stock(1)	11/18/2015		D		1,000	D	$140(2)	14,826	D
Common Stock(1)	11/18/2015		A		835	A	$0(2)	15,661	D
Common Stock(1)	11/18/2015		D		835	D	$140(2)	14,826	D
Common Stock(1)	11/18/2015		D		14,826	D	$140	0	D
Common Stock(1)	11/18/2015		D		363.398	D	$140	0	I	By 401(k) Plan

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
NQ Stock Option Right to Buy	$37.56	11/18/2015		D			4,268	02/17/2010	02/17/2019	Common Stock	4,268	$37.56(3)	0	D
NQ Stock Option Right to Buy	$48.61	11/18/2015		D			7,561	02/16/2011	02/16/2020	Common Stock	7,561	$48.61(3)	0	D
NQ Stock Option Right to Buy	$62.49	11/18/2015		D			7,950	02/14/2012	02/14/2021	Common Stock	7,950	$62.49(3)	0	D
NQ Stock Option Right to Buy	$70.32	11/18/2015		D			6,678	02/14/2013	02/14/2022	Common Stock	6,678	$70.32(3)	0	D
NQ Stock Option Right to Buy	$76.34	11/18/2015		D			6,801	02/11/2014	02/11/2023	Common Stock	6,801	$76.34(3)	0	D
ISO Stock Option Right To Buy	$76.34	11/18/2015		D			1,309	02/11/2014	02/11/2023	Common Stock	1,309	$76.34(3)	0	D
ISO Stock Option Right To Buy	$93.07	11/18/2015		D			1,074	02/10/2015	02/10/2024	Common Stock	1,074	$93.07(3)	0	D
NQ Stock Option Right to Buy	$93.07	11/18/2015		D			4,336	02/10/2015	02/10/2024	Common Stock	4,336	$93.07(3)	0	D
Restricted Stock Unit	$0.0(1)	11/18/2015		D			1,000	02/11/2016	02/11/2016	Common Stock	1,000	$0(4)	0	D
Restricted Stock Unit	$0.0(1)	11/18/2015		D			835	02/10/2017	02/10/2017	Common Stock	835	$0(4)	0	D

Explanation of Responses:

1. Please see attached Exhibit A. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the attached Exhibit A.

2. These performance-based restricted stock units, which provided for vesting three years of the date of the grant, subject to certain performance criteria were cancelled at the Effective Time (whether vested or unvested) in exchange for a cash payment equal to the Per-Share Merger Consideration.

3. These stock options, which provided for vesting in three equal annual installments beginning on the first anniversary of the date of the grant, were cancelled at the Effective Time (whether vested or unvested) in exchange for a cash payment equal to the Per-Share Merger Consideration, less the exercise price of the option.

4. These service-based restricted stock units, which provided for vesting 100% after three years of the date of the grant, were cancelled at the Effective Time in exchange for a cash payment equal to the Per-Share Merger Consideration.

Remarks:

	/s/ Jesica Betts, by Power of Attorney	11/19/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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