Statement of Changes in Beneficial Ownership (4)
November 22 2017 - 6:41PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
COWAN GREGORY L
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2. Issuer Name
and
Ticker or Trading Symbol
VWR Corp
[
VWR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
See remarks
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(Last)
(First)
(Middle)
C/O VWR CORPORATION, RADNOR CORP CENTER, BUILDING ONE, STE 200, 100 MATSONFORD RD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/21/2017
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(Street)
RADNOR, PA 19087
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common stock
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11/21/2017
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D
(1)
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7827
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D
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$33.25
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee stock option (right to buy)
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$28.26
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11/21/2017
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D
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128605
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(2)
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2/28/2024
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Common stock
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128605
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$4.99
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0
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D
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Employee stock option (right to buy)
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$24.52
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11/21/2017
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D
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173810
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(2)
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3/2/2023
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Common stock
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173810
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$8.73
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0
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D
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Employee stock option (right to buy)
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$21.00
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11/21/2017
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D
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148500
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(2)
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10/1/2021
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Common stock
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148500
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$12.25
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0
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D
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Explanation of Responses:
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(1)
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On May 4, 2017, VWR Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Avantor, Inc. and Vail Acquisition Corp ("Merger Sub"), pursuant to which Merger Sub would merge (the "Merger") with and into the Company, with the Company continuing as the surviving corporation. The Merger became effective on November 21, 2017 (the "Closing Date"). Pursuant to the Merger Agreement, (i) each share of the Company's common stock, par value $0.01 ("Common Stock"), issued and outstanding prior to the Closing Date was cancelled and converted into the right to receive a cash payment equal to $33.25 and without interest and (ii) each restricted stock unit outstanding prior to the Closing Date was cancelled and converted into the vested right to receive a cash payment equal to $33.25 and without interest less applicable tax withholding.
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(2)
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Pursuant to the terms of the Merger Agreement, each employee stock option that was outstanding immediately prior to the Closing Date, whether or not exercisable or vested, was canceled and converted into the right to receive (i) an amount in cash determined by multiplying (A) the excess (if any) of $33.25 over the exercise price per share of Common Stock underlying such stock option by (B) the number of shares of Common Stock subject to such stock option immediately prior to the Closing Date and deducting applicable tax withholding.
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Remarks:
SVP and Chief Financial Officer
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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COWAN GREGORY L
C/O VWR CORPORATION, RADNOR CORP CENTER
BUILDING ONE, STE 200, 100 MATSONFORD RD
RADNOR, PA 19087
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See remarks
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Signatures
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Gregory L. Cowan /s/ Scott K. Baker, by power of attorney
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11/22/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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