Filing Details

Accession Number:
0001209191-19-059248
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-12-05 13:42:16
Reporting Period:
2019-12-04
Accepted Time:
2019-12-05 13:42:16
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
820081 Cambrex Corp CBM Pharmaceutical Preparations (2834) 222476135
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1227835 Gregory Sargen One Meadowlands Plaza
East Rutherford NJ 07073
Cfo & Evp, Corp. Dev. No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2019-12-04 7,500 $17.81 39,925 No 4 M Direct
Common Stock Acquisiton 2019-12-04 15,000 $41.36 54,925 No 4 M Direct
Common Stock Acquisiton 2019-12-04 22,500 $40.65 77,425 No 4 M Direct
Common Stock Acquisiton 2019-12-04 25,000 $45.64 102,425 No 4 M Direct
Common Stock Acquisiton 2019-12-04 20,000 $53.61 122,425 No 4 M Direct
Common Stock Acquisiton 2019-12-04 43,500 $0.00 165,925 No 4 A Direct
Common Stock Disposition 2019-12-04 165,925 $60.00 0 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 M Direct
No 4 M Direct
No 4 M Direct
No 4 M Direct
No 4 A Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Stock Option (right to buy) Acquisiton 2019-12-04 7,500 $0.00 7,500 $17.81
Common Stock Stock Option (right to buy) Acquisiton 2019-12-04 15,000 $0.00 15,000 $41.36
Common Stock Stock Option (right to buy) Acquisiton 2019-12-04 22,500 $0.00 22,500 $40.65
Common Stock Stock Option (right to buy) Acquisiton 2019-12-04 25,000 $0.00 25,000 $45.64
Common Stock Stock Option (right to buy) Acquisiton 2019-12-04 20,000 $0.00 20,000 $53.61
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 M Direct
0 No 4 M Direct
0 No 4 M Direct
0 No 4 M Direct
0 No 4 M Direct
Footnotes
  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.