Gregory T. Lucier - Dec 18, 2024 Form 4 Insider Report for Catalent, Inc. (CTLT)

Role
Director
Signature
/s/ Joseph A. Ferraro, attorney-in-fact
Stock symbol
CTLT
Transactions as of
Dec 18, 2024
Transactions value $
$0
Form type
4
Date filed
12/18/2024, 01:04 PM
Previous filing
Dec 9, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CTLT Common Stock Disposed to Issuer -36.9K -100% 0 Dec 18, 2024 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gregory T. Lucier is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On December 18, 2024, Creek Parent, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Creek Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), dated as of February 5, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").
F2 Includes restricted stock units ("RSUs").
F3 At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $63.50 in cash, without interest (the "Merger Consideration").
F4 At the Effective Time, each RSU, whether or not vested, outstanding immediately prior to the Effective Time vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration, except for certain RSUs granted following the date of the Merger Agreement which were converted at the Effective Time into restricted cash awards equal to the product of (a) the Merger Consideration multiplied by (b) the number of shares of Issuer common stock subject to such award and otherwise remain subject to their terms, including vesting and acceleration terms.