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PPD PPD Inc

47.28
0.00 (0.00%)
Pre Market
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
PPD Inc NASDAQ:PPD NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 47.28 48.00 50.00 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

08/12/2021 9:38pm

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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Thakral Anshul
2. Issuer Name and Ticker or Trading Symbol

PPD, Inc. [ PPD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

C/O PPD, INC., 929 NORTH FRONT STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

12/8/2021
(Street)

WILMINGTON, NC 28401
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 12/8/2021  D(1)  34226 D$47.50 (2)0 D  
Common Stock 12/8/2021  A(1)(3)  25522 (3)A$0 25522 D  
Common Stock 12/8/2021  D(1)  25522 D (3)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy) $15.05 12/8/2021  D (1)    207836   (4)5/11/2027 Common Stock 207836 $32.45 (4)0 D  
Stock Options (Right to Buy) $10.59 12/8/2021  A (5)  29907     (5)5/11/2027 Common Stock 29907 $0 224119 D  
Stock Options (Right to Buy) $10.59 12/8/2021  D (1)    224119   (5)5/11/2027 Common Stock 224119 $36.91 (5)0 D  
Stock Options (Right to Buy) $14.99 12/8/2021  A (6)  7711     (6)12/14/2028 Common Stock 7711 $0 38560 D  
Stock Options (Right to Buy) $14.99 12/8/2021  D (1)    38560   (6)12/14/2028 Common Stock 38560 $32.51 (6)0 D  
Stock Options (Right to Buy) $21.70 12/8/2021  A (7)  18432     (7)11/26/2029 Common Stock 18432 $0 69123 D  
Stock Options (Right to Buy) $21.70 12/8/2021  D (1)    69123   (7)11/26/2029 Common Stock 69123 $25.80 (7)0 D  
Stock Options (Right to Buy) $19.45 12/8/2021  D (1)    12853   (8)12/14/2028 Common Stock 12853  (8)0 D  
Stock Options (Right to Buy) $37.22 12/8/2021  D (1)    151747   (9)2/11/2031 Common Stock 151747  (9)0 D  

Explanation of Responses:
(1) On 12/08/2021, 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 29,904 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) 132,909 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) 29,907 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) These options, of which (i) 25,707 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) an aggregate of 7,711 options were eligible to vest upon the achievement of certain EBITDA-based vesting conditions in equal tranches for the fiscal years 2021, 2022, and 2023 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.
(7) These options, of which (i) 13,824 were unvested and scheduled to vest in equal installments on November 26, 2022, 2023, and 2024, (ii) 25,707 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 (iii) an aggregate of 7,711 options were eligible to vest upon the achievement of certain EBITDA-based vesting conditions in equal installments for the fiscal years 2021, 2022, and 2023 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.
(8) This option, which provided for vesting in five equal installments beginning on December 14, 2019, was 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.
(9) This option, of which (i) 122,624 provided for vesting on the third anniversary of the grant date and (ii) 29,123 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.

Remarks:
Title: Executive Vice President, Chief Commercial Officer and President of Evidera

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Thakral Anshul
C/O PPD, INC.
929 NORTH FRONT STREET
WILMINGTON, NC 28401


See Remarks

Signatures
/s/ Richard Whitlow, as Attorney-in-Fact12/8/2021
**Signature of Reporting PersonDate

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