Sec Form 4 Filing - KAUFTHAL ILAN @ CAMBREX CORP - 2019-12-04

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
KAUFTHAL ILAN
2. Issuer Name and Ticker or Trading Symbol
CAMBREX CORP [ CBM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE MEADOWLANDS PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
12/04/2019
(Street)
EAST RUTHERFORD, NJ07073
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)
62,668
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 12/04/2019 M 6,371 A $ 12.9 47,136 D
Common Stock 12/04/2019 M 3,863 A $ 21.7 50,999 D
Common Stock 12/04/2019 M 2,140 A $ 41.225 53,139 D
Common Stock 12/04/2019 M 1,613 A $ 45.12 54,752 D
Common Stock 12/04/2019 M 1,681 A $ 58.98 56,433 D
Common Stock 12/04/2019 M 2,385 A $ 53.7 58,818 D
Common Stock 12/04/2019 M 3,850 A $ 40.06 62,668 D
Common Stock 12/04/2019 S D $ 60 ( 1 ) 0 D
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
Stock Option (right to buy) $ 12.9 12/04/2019 M 6,371 ( 2 ) ( 2 ) Common Stock 6,371 $ 0 0 D
Stock Option (right to buy) $ 21.7 12/04/2019 M 3,863 ( 2 ) ( 2 ) Common Stock 3,863 $ 0 0 D
Stock Option (right to buy) $ 41.225 12/04/2019 M 2,140 ( 2 ) ( 2 ) Common Stock 2,140 $ 0 0 D
Stock Option (right to buy) $ 45.12 12/04/2019 M 1,613 ( 2 ) ( 2 ) Common Stock 1,613 $ 0 0 D
Stock Option (right to buy) $ 58.98 12/04/2019 M 1,681 ( 2 ) ( 2 ) Common Stock 1,681 $ 0 0 D
Stock Option (right to buy) $ 53.7 12/04/2019 M 2,385 ( 2 ) ( 2 ) Common Stock 2,385 $ 0 0 D
Stock Option (right to buy $ 40.06 12/04/2019 M 3,850 ( 2 ) ( 2 ) Common Stock 3,850 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KAUFTHAL ILAN
ONE MEADOWLANDS PLAZA
EAST RUTHERFORD, NJ07073
X
Signatures
/s/ ALisa A. Wisse for Ilan Kaufthal by POA 12/05/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.

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