Sec Form 4 Filing - WILVER PETER M @ THERMO FISHER SCIENTIFIC INC. - 2012-01-17

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person WILVER PETER M 2. Issuer Name and Ticker or Trading Symbol THERMO FISHER SCIENTIFIC INC. [ TMO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. VP & CFO (Last) (First) (Middle) 81 WYMAN STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2012 (Street) WALTHAM, MA02451 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 07/21/2011 G V 2,342 D $ 0 0 I By Grat Common Stock 07/21/2011 G V 2,342 A $ 0 2,342 I By Peter M. Wilver 2009 Irrevocable Insurance Trust Common Stock 01/17/2012 M 62,500 A $ 27.4 143,461 D Common Stock 01/17/2012 S( 1 ) 62,500 D $ 50 80,961 ( 2 ) 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) $ 27.4 01/17/2012 M 62,500 ( 3 ) 02/25/2012 Common Stock 62,500 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WILVER PETER M 81 WYMAN STREET WALTHAM, MA02451 Sr. VP & CFO Signatures /s/ Barbara J. Lucas, Attorney-in-Fact for Peter M. Wilver 01/19/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 9, 2011, and amended on June 22, 2011. ( 2 )Since the date of the Reporting Person's last ownership report, an annuity payment of 5,866 shares was distributed to the Reporting Person. These shares were previously reported as indirectly held by the grantor retained annuity trust. ( 3 )The option originally was to have vested in three equal annual installments beginning on February 25, 2006, but became fully exercisable on November 9, 2006, as a result of the Issuer's merger with Fisher Scientific International Inc.

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.