SEC Form 4: H&F Corporate Investors Viii, Ltd. sold $6,309,960,135 worth of shares (132,841,266 units at $47.50)
$PPD
Biotechnology: Commercial Physical & Biological Resarch
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PPD, Inc. [ PPD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/08/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/08/2021 | S(1) | 52,884,036 | D | $47.5 | 0 | I | See Footnotes(2)(11) | ||
| Common Stock | 12/08/2021 | S(1) | 20,244,387 | D | $47.5 | 0 | I | See Footnotes(3)(11) | ||
| Common Stock | 12/08/2021 | S(1) | 3,630,740 | D | $47.5 | 0 | I | See Footnotes(4)(11) | ||
| Common Stock | 12/08/2021 | S(1) | 359,372 | D | $47.5 | 0 | I | See Footnotes(5)(11) | ||
| Common Stock | 12/08/2021 | S(1) | 35,622,429 | D | $47.5 | 0 | I | See Footnotes(6)(11) | ||
| Common Stock | 12/08/2021 | S(1) | 15,987,409 | D | $47.5 | 0 | I | See Footnotes(7)(11) | ||
| Common Stock | 12/08/2021 | S(1) | 3,021,286 | D | $47.5 | 0 | I | See Footnotes(8)(11) | ||
| Common Stock | 12/08/2021 | S(1) | 934,469 | D | $47.5 | 0 | I | See Footnotes(9)(11) | ||
| Common Stock | 12/08/2021 | S(1) | 157,138 | D | $47.5 | 0 | I | See Footnotes(10)(11) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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"). 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. |
| 2. Reflects securities directly held by Hellman & Friedman Capital Partners VII, L.P. ("HFCP VII"). |
| 3. Reflects securities directly held by Hellman & Friedman Capital Partners VII (Parallel), L.P. ("HFCP VII Parallel"). |
| 4. Reflects securities directly held by HFCP VII (Parallel-A), L.P. ("HFCP VII Parallel-A"). |
| 5. Reflects securities directly held by H&F Executives VII, L.P. ("H&F VII Executives", and together with HFCP VII, HFCP VII Parallel and HFCP VII Parallel-A, the "H&F VII Funds"). |
| 6. Reflects securities directly held by Hellman & Friedman Capital Partners VIII, L.P. ("HFCP VIII"). |
| 7. Reflects securities directly held by Hellman & Friedman Capital Partners VIII (Parallel), L.P. ("HFCP VIII Parallel"). |
| 8. Reflects securities directly held by HFCP VIII (Parallel-A), L.P. ("HFCP VIII Parallel-A"). |
| 9. Reflects securities directly held by H&F Executives VIII, L.P. ("H&F VIII Executives"). |
| 10. Reflects securities directly held by H&F Associates VIII, L.P. ("H&F VIII Associates", and together with HFCP VIII, HFCP VIII Parallel, HFCP VIII Parallel-A and H&F VIII Executives, the "H&F VIII Funds"). |
| 11. Hellman & Friedman Investors VII, L.P. ("H&F Investors VII") is the general partner of each of the H&F VII Funds. H&F Corporate Investors VII, Ltd. ("H&F VII") is the general partner of H&F Investors VII. Hellman & Friedman Investors VIII, L.P. ("H&F Investors VIII") is the general partner of each of the H&F VIII Funds. H&F Corporate Investors VIII, Ltd. ("H&F VIII") is the general partner of H&F Investors VIII. A three member board of directors of each of H&F VII and H&F VIII has investment discretion over the shares held by the H&F VII Funds and the H&F VIII Funds, respectively. Allen R. Thorpe, a member of the board of directors of PPD, Inc. is a member of the boards of directors of H&F VII and H&F VIII. |
| Remarks: |
| Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4. |
| H&F CORPORATE INVESTORS VIII, LTD. By: /s/ Allen R. Thorpe Name: Allen R. Thorpe Title: Vice President | 12/08/2021 | |
| HELLMAN & FRIEDMAN INVESTORS VIII, L.P. By: H&F Corporate Investors VIII, Ltd., as general partner By: /s/ Allen R. Thorpe Name: Allen R. Thorpe Title: Vice President | 12/08/2021 | |
| HELLMAN & FRIEDMAN CAPITAL PARTNERS VIII, L.P. By: Hellman & Friedman Investors VIII, L.P., as general partner By: H&F Corporate Investors VIII, Ltd., as general partner By: /s/ Allen R. Thorpe Name: Allen R. Thorpe Title: Vice President | 12/08/2021 | |
| HELLMAN & FRIEDMAN CAPITAL PARTNERS VIII (PARALLEL), L.P. By: Hellman & Friedman Investors VIII, L.P., as general partner By: H&F Corporate Investors VIII, Ltd., as general partner By: /s/ Allen R. Thorpe Name: Allen R. Thorpe Title: Vice President | 12/08/2021 | |
| HFCP VIII (PARALLEL-A), L.P. By: Hellman & Friedman Investors VIII, L.P., as general partner By: H&F Corporate Investors VIII, Ltd., as general partner By: /s/ Allen R. Thorpe Name: Allen R. Thorpe Title: Vice President | 12/08/2021 | |
| H&F EXECUTIVES VIII, L.P. By: Hellman & Friedman Investors VIII, L.P., as general partner By: H&F Corporate Investors VIII, Ltd., as general partner By: /s/ Allen R. Thorpe Name: Allen R. Thorpe Title: Vice President | 12/08/2021 | |
| H&F ASSOCIATES VIII, L.P. By: Hellman & Friedman Investors VIII, L.P., as general partner By: H&F Corporate Investors VIII, Ltd., as general partner By: /s/ Allen R. Thorpe Name: Allen R. Thorpe Title: Vice President | 12/08/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||