Sec Form 4 Filing - Rau Douglas @ SIGMA ALDRICH CORP - 2015-11-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Rau Douglas
2. Issuer Name and Ticker or Trading Symbol
SIGMA ALDRICH CORP [ SIAL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Human Resources
(Last) (First) (Middle)
C/O SIGMA-ALDRICH CORPORATION, 3050 SPRUCE STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/18/2015
(Street)
ST. LOUIS, MO63103
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 11/18/2015 A 1,000 A $ 0 ( 2 ) 15,826 D
Common Stock ( 1 ) 11/18/2015 D 1,000 D $ 140 ( 2 ) 14,826 D
Common Stock ( 1 ) 11/18/2015 A 835 A $ 0 ( 2 ) 15,661 D
Common Stock ( 1 ) 11/18/2015 D 835 D $ 140 ( 2 ) 14,826 D
Common Stock ( 1 ) 11/18/2015 D 14,826 D $ 140 0 D
Common Stock ( 1 ) 11/18/2015 D 363.398 D $ 140 0 I By 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
NQ Stock Option Right to Buy $ 37.56 11/18/2015 D 4,268 02/17/2010 02/17/2019 Common Stock 4,268 $ 37.56 ( 3 ) 0 D
NQ Stock Option Right to Buy $ 48.61 11/18/2015 D 7,561 02/16/2011 02/16/2020 Common Stock 7,561 $ 48.61 ( 3 ) 0 D
NQ Stock Option Right to Buy $ 62.49 11/18/2015 D 7,950 02/14/2012 02/14/2021 Common Stock 7,950 $ 62.49 ( 3 ) 0 D
NQ Stock Option Right to Buy $ 70.32 11/18/2015 D 6,678 02/14/2013 02/14/2022 Common Stock 6,678 $ 70.32 ( 3 ) 0 D
NQ Stock Option Right to Buy $ 76.34 11/18/2015 D 6,801 02/11/2014 02/11/2023 Common Stock 6,801 $ 76.34 ( 3 ) 0 D
ISO Stock Option Right To Buy $ 76.34 11/18/2015 D 1,309 02/11/2014 02/11/2023 Common Stock 1,309 $ 76.34 ( 3 ) 0 D
ISO Stock Option Right To Buy $ 93.07 11/18/2015 D 1,074 02/10/2015 02/10/2024 Common Stock 1,074 $ 93.07 ( 3 ) 0 D
NQ Stock Option Right to Buy $ 93.07 11/18/2015 D 4,336 02/10/2015 02/10/2024 Common Stock 4,336 $ 93.07 ( 3 ) 0 D
Restricted Stock Unit $ 0 ( 1 ) 11/18/2015 D 1,000 02/11/2016 02/11/2016 Common Stock 1,000 $ 0 ( 4 ) 0 D
Restricted Stock Unit $ 0 ( 1 ) 11/18/2015 D 835 02/10/2017 02/10/2017 Common Stock 835 $ 0 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rau Douglas
C/O SIGMA-ALDRICH CORPORATION
3050 SPRUCE STREET
ST. LOUIS, MO63103
VP, Human Resources
Signatures
/s/ Jesica Betts, by Power of Attorney 11/19/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Please see attached Exhibit A. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the attached Exhibit A.
( 2 )These performance-based restricted stock units, which provided for vesting three years of the date of the grant, subject to certain performance criteria were cancelled at the Effective Time (whether vested or unvested) in exchange for a cash payment equal to the Per-Share Merger Consideration.
( 3 )These stock options, which provided for vesting in three equal annual installments beginning on the first anniversary of the date of the grant, were cancelled at the Effective Time (whether vested or unvested) in exchange for a cash payment equal to the Per-Share Merger Consideration, less the exercise price of the option.
( 4 )These service-based restricted stock units, which provided for vesting 100% after three years of the date of the grant, were cancelled at the Effective Time in exchange for a cash payment equal to the Per-Share Merger Consideration.

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