Statement of Changes in Beneficial Ownership (4)
December 08 2021 - 4:38PM
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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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
*
SIMMONS DAVID S |
2. Issuer Name and Ticker or Trading Symbol
PPD, Inc.
[
PPD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
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(Last)
(First)
(Middle)
C/O PPD, INC., 929 NORTH FRONT STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/8/2021 |
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(Street)
WILMINGTON, NC 28401
(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 | 12/8/2021 | | D(1) | | 469999 | D | $47.50 (2) | 0 | D | |
| Common Stock | 12/8/2021 | | D(1) | | 120000 | D | $47.50 (2) | 0 | I | By Trust |
| Common Stock | 12/8/2021 | | D(1) | | 570760 | D | $47.50 (2) | 0 | I | By Family Trust |
| Common Stock | 12/8/2021 | | A(1)(3) | | 300912 (3) | A | $0 | 300912 | D | |
| Common Stock | 12/8/2021 | | D(1) | | 300912 | D | (3)(7) | 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 Options (Right to Buy) | $15.05 | 12/8/2021 | | D (1) | | | 2318799 | (4) | 5/11/2027 | Common Stock | 2318799 | $32.45 (4) | 0 | D | |
| Stock Options (Right to Buy) | $10.59 | 12/8/2021 | | A (5) | | 385441 | | (5) | 5/11/2027 | Common Stock | 385441 | $0 | 2092413 | D | |
| Stock Options (Right to Buy) | $10.59 | 12/8/2021 | | D (1) | | | 2092413 | (5) | 5/11/2027 | Common Stock | 2092413 | $36.91 (5) | 0 | D | |
| Stock Options (Right to Buy) | $37.22 | 12/8/2021 | | D (1) | | | 343347 | (6) | 2/11/2031 | Common Stock | 343347 | (6)(7) | 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 385,438 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 (i) 996,824 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) 385,441 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) | 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. |
| (7) | Following the closing of the Merger, the Reporting Person's employment was terminated and the vesting of unvested equity awards of Buyer will be accelerated pursuant to the terms of the Merger Agreement. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SIMMONS DAVID S
C/O PPD, INC.
929 NORTH FRONT STREET
WILMINGTON, NC 28401 | X |
| Chief Executive Officer |
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Signatures
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| /s/ Richard Whitlow, as Attorney-in-Fact | | 12/8/2021 |
| **Signature of Reporting Person | Date |
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