| Accession Number: | 0001209191-19-059248 |
| Date: | 2019-12-04 |
| Issuer: | CAMBREX CORP (CBM) |
| Original Submission Date: |
SARGEN GREGORY
ONE MEADOWLANDS PLAZA
EAST RUTHERFORD, NJ 07073
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK | 2019-12-04 | M | 7,500 | a | $17.81 | 39,925 | direct | ||
| COMMON STOCK | 2019-12-04 | M | 15,000 | a | $41.36 | 54,925 | direct | ||
| COMMON STOCK | 2019-12-04 | M | 22,500 | a | $40.65 | 77,425 | direct | ||
| COMMON STOCK | 2019-12-04 | M | 25,000 | a | $45.64 | 102,425 | direct | ||
| COMMON STOCK | 2019-12-04 | M | 20,000 | a | $53.61 | 122,425 | direct | ||
| COMMON STOCK | 2019-12-04 | A | 43,500 | a | $0.00 | 165,925 | direct | ||
| COMMON STOCK | 2019-12-04 | S | 165,925 | d | $60.00 | 0 | direct |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| STOCK OPTION (RIGHT TO BUY) | 17.81 | 2019-12-04 | deemed execution date | M | 7,500 (a) | common stock 7,500 | $17.81 | 0 | direct | |||
| STOCK OPTION (RIGHT TO BUY) | 41.36 | 2019-12-04 | deemed execution date | M | 15,000 (a) | common stock 15,000 | $41.36 | 0 | direct | |||
| STOCK OPTION (RIGHT TO BUY) | 40.65 | 2019-12-04 | deemed execution date | M | 22,500 (a) | common stock 22,500 | $40.65 | 0 | direct | |||
| STOCK OPTION (RIGHT TO BUY) | 45.635 | 2019-12-04 | deemed execution date | M | 25,000 (a) | common stock 25,000 | $45.64 | 0 | direct | |||
| STOCK OPTION (RIGHT TO BUY) | 53.605 | 2019-12-04 | deemed execution date | M | 20,000 (a) | common stock 20,000 | $53.61 | 0 | direct |
| ID | footnote |
|---|---|
| f1 | 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. |
| f2 | 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. |
| f3 | 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. |
