Sec Form 4 Filing - SULLIVAN TIMOTHY P @ VWR Corp - 2017-11-21

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
SULLIVAN TIMOTHY P
2. Issuer Name and Ticker or Trading Symbol
VWR Corp [ VWR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
THREE FIRST NATIONAL PLAZA, SUITE 4600
3. Date of Earliest Transaction (MM/DD/YY)
11/21/2017
(Street)
CHICAGO, IL60602
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 11/21/2017 D( 1 ) 7,617 D $ 33.25 0 D
Common stock 11/21/2017 D( 1 ) 45,750,000 D $ 33.25 0 I See footnotes ( 2 ) ( 3 ) ( 4 )
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
Dire ctor stock option (right to buy) $ 21 11/21/2017 D 22,617 ( 5 ) 10/01/2021 Common stock 22,617 $ 12.25 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SULLIVAN TIMOTHY P
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL60602
X X
Signatures
Timothy P. Sullivan /s/ Scott K. Baker, by power of attorney 11/22/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 4, 2017, VWR Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Avantor, Inc. and Vail Acquisition Corp ("Merger Sub"), pursuant to which Merger Sub would merge (the "Merger") with and into the Company, with the Company continuing as the surviving corporation. The Merger became effective on November 21, 2017 (the "Closing Date"). Pursuant to the Merger Agreement, (i) each share of the Company's common stock, par value $0.01 ("Common Stock"), issued and outstanding prior to the Closing Date was cancelled and converted into the right to receive a cash payment equal to $33.25 and without interest and (ii) each restricted stock unit outstanding prior to the Closing Date was cancelled and converted into the vested right to receive a cash payment equal to $33.25 and without interest.
( 2 )Varietal Distribution Holdings, LLC ("Varietal") is the record owner of the reported shares. Voting and dispositive power with respect to the common stock held by Varietal is exercised by its board of managers, which is comprised of Messrs. Nicholas W. Alexos and Timothy P. Sullivan. Madison Dearborn Capital Partners V-A, L.P. ("MDP V-A"), Madison Dearborn Capital Partners V-C, L.P. ("MDP V-C"), Madison Dearborn Capital Partners V Executive-A, L.P. ("MDP Executive"), MDCP Co-Investors (Varietal), L.P. ("Varietal-1") and MDCP Co-Investors (Varietal-2), L.P. ("Varietal-2" and together with MDP V-A, MDP V-C, MDP Executive and Varietal-1, the "MDP Funds") are the controlling equityholders of Varietal. (Continued in Footnote 3)
( 3 )Madison Dearborn Partners V-A&C, L.P. ("MDP A&C") is the general partner of each of the MDP Funds. Messrs. Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP A&C that have the power, acting by majority vote, to vote or dispose of the shares directly held by the MDP Funds, and may be deemed to have shared voting and investment power over such shares. Madison Dearborn Partners, LLC ("MDP") is the general partner of MDP A&C and has the ability to direct the investment decisions of MDP A&C, including the power to direct the decisions of MDP A&C regarding the vote or disposition of securities directly held by Varietal.
( 4 )Mr. Sullivan is a managing director of MDP. Mr. Sullivan may be deemed to share beneficial ownership of the shares of the Issuer's common stock held of record by Varietal and has an indirect pecuniary interest in such shares through his investment in MDP A&C. Mr. Sullivan expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 5 )Pursuant to the terms of the Merger Agreement, each director stock option that was outstanding immediately prior to the Closing Date, whether or not exercisable or vested, was canceled and converted into the right to receive (i) an amount in cash determined by multiplying (A) the excess (if any) of $33.25 over the exercise price per share of Common Stock underlying such stock option by (B) the number of shares of Common Stock subject to such stock option immediately prior to the Closing Date.

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