Statement of Changes in Beneficial Ownership (4)
December 05 2019 - 1:40PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
KAUFTHAL ILAN |
2. Issuer Name and Ticker or Trading Symbol
CAMBREX CORP
[
CBM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
ONE MEADOWLANDS PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/4/2019 |
(Street)
EAST RUTHERFORD, NJ 07073
(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 | 12/4/2019 | | M | | 6371 | A | $12.90 | 47136 | D | |
Common Stock | 12/4/2019 | | M | | 3863 | A | $21.70 | 50999 | D | |
Common Stock | 12/4/2019 | | M | | 2140 | A | $41.225 | 53139 | D | |
Common Stock | 12/4/2019 | | M | | 1613 | A | $45.12 | 54752 | D | |
Common Stock | 12/4/2019 | | M | | 1681 | A | $58.98 | 56433 | D | |
Common Stock | 12/4/2019 | | M | | 2385 | A | $53.70 | 58818 | D | |
Common Stock | 12/4/2019 | | M | | 3850 | A | $40.06 | 62668 | D | |
Common Stock | 12/4/2019 | | S | | 62668 | D | $60.00 (1) | 0 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $12.90 | 12/4/2019 | | M | | 6371 | | (2) | (2) | Common Stock | 6371 | $0.00 | 0 | D | |
Stock Option (right to buy) | $21.70 | 12/4/2019 | | M | | 3863 | | (2) | (2) | Common Stock | 3863 | $0.00 | 0 | D | |
Stock Option (right to buy) | $41.225 | 12/4/2019 | | M | | 2140 | | (2) | (2) | Common Stock | 2140 | $0.00 | 0 | D | |
Stock Option (right to buy) | $45.12 | 12/4/2019 | | M | | 1613 | | (2) | (2) | Common Stock | 1613 | $0.00 | 0 | D | |
Stock Option (right to buy) | $58.98 | 12/4/2019 | | M | | 1681 | | (2) | (2) | Common Stock | 1681 | $0.00 | 0 | D | |
Stock Option (right to buy) | $53.70 | 12/4/2019 | | M | | 2385 | | (2) | (2) | Common Stock | 2385 | $0.00 | 0 | D | |
Stock Option (right to buy | $40.06 | 12/4/2019 | | M | | 3850 | | (2) | (2) | Common Stock | 3850 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | 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. |
(2) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KAUFTHAL ILAN ONE MEADOWLANDS PLAZA EAST RUTHERFORD, NJ 07073 | X |
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Signatures
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/s/ ALisa A. Wisse for Ilan Kaufthal by POA | | 12/5/2019 |
**Signature of Reporting Person | Date |
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