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Filing Details

Accession Number:: 0000950170-24-137656
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-12-18 11:11:39
Reporting Period:: 2024-12-18

Accepted Time:: 2024-12-18 11:11:39
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1596783	Catalent Inc.	CTLT	Pharmaceutical Preparations (2834)	208737688

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1661715	Lisa Evoli	C/O Catalent, Inc. 14 Schoolhouse Road Somerset NJ 08873	Svp, Chief Hr Officer	No	No	No	No

Transaction Summary

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2024-12-18	39,366	$0.00	0	No	4	D	Direct
Common Stock	Acquisiton	2024-12-18	12,032	$0.00	12,032	No	4	A	Direct
Common Stock	Disposition	2024-12-18	12,032	$0.00	0	No	4	D	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	D	Direct
No	4	A	Direct
No	4	D	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Options to purchase Common Stock	Disposition	2024-12-18	14,225	$0.00	14,225	$46.51

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2033-08-01	No	4	D	Direct

Footnotes

On December 18, 2024, Creek Parent, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Creek Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), dated as of February 5, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").
Includes restricted stock units ("RSUs").
At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $63.50 in cash, without interest (the "Merger Consideration").
At the Effective Time, each RSU, whether or not vested, outstanding immediately prior to the Effective Time vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration, except for certain RSUs granted following the date of the Merger Agreement which were converted at the Effective Time into restricted cash awards equal to the product of (a) the Merger Consideration multiplied by (b) the number of shares of Issuer common stock subject to such award and otherwise remain subject to their terms, including vesting and acceleration terms.
At the Effective Time, each performance stock unit ("PSU"), whether or not vested, outstanding immediately prior to the Effective Time vested based on the greater of (i) the target level of performance or (ii) the actual level of performance as of the Effective Time as determined by the Issuer's board of directors or a committee thereof in its reasonable discretion (other than all then-outstanding awards of PSUs for which the applicable performance period has been completed and the actual level of performance has been certified, in each case, prior to the Effective Time, which vested in accordance with the actual level of performance). PSUs granted with respect to the fiscal 2023-2025 performance period vested at the target level of performance and PSUs granted with respect to the fiscal 2024-2026 performance period vested at 150%, the actual level of performance as of the Effective Time.
At the Effective Time, each outstanding PSU was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer common stock subject to the PSU as determined in accordance with the Merger Agreement multiplied by (ii) the Merger Consideration.
At the Effective Time, each stock option, whether or not vested, outstanding immediately before the Effective Time vested (if unvested) and was cancelled and entitled the holder of such option to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such option multiplied by (ii) the total number of shares of Issuer common stock underlying such option.